Common use of Noncompete, Nonsolicitation Clause in Contracts

Noncompete, Nonsolicitation. The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the time he is employed by the Company and its Subsidiaries and during any applicable Post-Termination Period (the "Noncompete Period"), he shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination of the Executive's employment, within any geographical area in which the Company or any of its Subsidiaries engages or plans to engage in such businesses. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purposes of this Section 5, "Post-Termination Period" means, as applicable: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary of the date of termination, (ii) if the Employment Period ends on November 1, 2001 and not less than 30 days prior to such date either the Company or Sleepmaster offers the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 or (iii) if the Employment Period is terminated by the Company for Cause or by the voluntary resignation of the Executive without a Good Reason Event, the period of eighteen (18) months following the date of termination.

Noncompete, Nonsolicitation. The (a) Executive acknowledges that in the course of his employment with Holding, the Company and its Subsidiaries or any other member of the Company Group he has become familiar, and he will become familiar, with the CompanyCompany Group's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its SubsidiariesGroup. Therefore, the Executive agrees that, during the time he is employed by the Company or any other member of the Company Group and its Subsidiaries and during any applicable Post-Termination Period thereafter for a period of twelve (12) months (the "Noncompete Period"), he Executive shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide render services for, or in any manner engage in any business with any person (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, with the businesses of the Company or its Subsidiaries Group as such businesses exist or are in process on the date of the termination of the Executive's employment, within any geographical area in which the Company or any of its Subsidiaries Group engages or plans on the date of the termination of Executive's employment to engage in such businesses. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purposes . (b) During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of this Section 5the Company or any other member of the Company Group to leave the employ of the Company or such other member of the Company Group, "Postor in any way interfere with the relationship between any member of the Company Group and any employee thereof, (ii) hire any person who was an employee of the Company Group at any time within the six-Termination Period" meansmonth period prior to the date of termination of Executive's employment with the Company or any other member of the Company Group, as applicableor (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, franchisor or other business relation of the Company or any other member of the Company Group to cease doing business with the Company or such other member of the Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee, franchisor or business relation and the Company or any other member of the Company Group. (c) Executive agrees that: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 covenants set forth in this Section 2.7 are reasonable in geographical and (y) the second anniversary of the date of terminationtemporal scope and in all other respects, (ii) if the Employment Period ends on November 1, 2001 Holding and not less than 30 days prior to such date either the Company or Sleepmaster offers would not have entered into this Agreement but for the covenants of Executive employment on terms substantially similar to the terms set forth herein contained herein, and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 or (iii) if the Employment Period is terminated by covenants contained herein have been made in order to induce Holding and the Company for Cause to enter into this Agreement. (d) If, at the time of enforcement of this Section 2.7, a court or by arbiter shall hold that the voluntary resignation of the Executive without a Good Reason Eventduration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the period of eighteen (18) months following parties agree that the date of terminationmaximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompete, Nonsolicitation. (a) The Executive Optionee acknowledges that in the course of his his/her employment with the Company and its Subsidiaries he he/she has become familiar, and he will become familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his his/her services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive Optionee agrees that, during the time he he/she is employed by the Company and its Subsidiaries and during any applicable Post-Termination Period thereafter for a period equal to one year, or such longer period for which the Optionee receives compensation from the Company pursuant to a TPA or otherwise (the "Noncompete Period"), he shall he/she will not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide render services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, competing with the businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination of the ExecutiveOptionee's employment, within any geographical area in which the Company or any of its Subsidiaries engages or plans to engage in such businesses. Nothing herein shall will prohibit the Executive Optionee from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Executive Optionee has no active participation in the business of such corporation. For purposes of this Section 5. (b) During the Noncompete Period, "Post-Termination Period" means, as applicable: the Optionee shall not directly or indirectly through another entity (i) if the Executive is entitled induce or attempt to receive payments pursuant to Sections 2(d)(i)(A)(1) or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary induce any employee of the date Company or any Subsidiary of terminationthe Company to leave the employ of the Company or such Subsidiary, or in any way materially interfere with the relationship between the Company or any Subsidiary of the Company and any employee thereof, (ii) if the Employment Period ends on November 1, 2001 and not less than 30 days prior to such date either hire any person who was an employee of the Company or Sleepmaster offers any Subsidiary of the Executive employment on terms substantially similar Company within the last twelve months prior to the terms set forth herein and termination of the Executive refuses such offerOptionee's employment with the Company, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 or (iii) if induce or attempt to induce any customer, supplier, licensee or other business relation of the Employment Period is terminated Company or any Subsidiary of the Company to cease doing business with the Company or such Subsidiary, or in any way materially interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary of the Company. (c) If, at the time of enforcement of this Section 13, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (d) In the event of a breach or a threatened breach by the Company for Cause or by the voluntary resignation Optionee of any of the Executive without a Good Reason Eventprovisions of this Section 13, the period Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of eighteen law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (18) months following the date of terminationwithout posting a bond or other security).

Noncompete, Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the time he Employment Period and (i) if the Employment Period terminates on February 4, 2002, --- then for a period of TWELVE (12) MONTHS thereafter, (ii) if the Employment Period is employed by terminated pursuant to Section 2(d)(i)(A), then for a period ending on the Company earlier of (x) February 4, 2002 and its Subsidiaries and during any applicable Post(y) the third anniversary of the date of termination, or (iii) if the Employment Period is terminated pursuant to Section 2(d)(i)(B), other than as a result of the Executive's death, then for a period of thirty-Termination Period six (36) months thereafter (the "Noncompete Period"), he shall not directly or indirectly own, operate, ----------------- lease, manage, control, participate in, consult with, advise, permit his name to be used by, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) that manufactures any product or provides any services that may be used as substitute for the product, or service, of the Company, its Subsidiaries or any business in competition with, or potential competition with, with the businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination of the Executive's employmentEmployment Period, within any geographical area in which the Company or any of its Subsidiaries engages or plans to engage in such businessesbusinesses as of the date of termination of the Employment Period. Nothing herein shall prohibit the Executive from being a passive owner of not more than 25% of the outstanding stock of a corporation which is publicly traded, and which is a direct competitor of the Company or any of its Subsidiaries, so long as the Executive has no active participation in the business of such corporation. For purposes Anything herein to the contrary notwithstanding, the Noncompete Period and the noncompetition restrictions set forth herein shall immediately terminate and be of this no further force or effect, without notice or further act by any party hereto or any other person, upon the first to occur of (i) a default by the Company or Pen-Tab in the payment, following ten (10) Business Days of the date when due, of any amount payable to Executive under Section 52(d)(i)(A) above, "Postor (ii) the Company or Pen-Termination Tab shall be insolvent or shall become bankrupt. (b) During the Noncompete Period" means, as applicablethe Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any Subsidiary either to leave the employ of the Company or such Subsidiary, or to interfere with the business or operations of the Company or its Subsidiaries, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during or after the Executive's employment period other than in connection with a general hiring solicitation or advertisement which is not specifically targeted to employees of the Company or any Subsidiary, or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company or any Subsidiary to cease doing business with the Company or such Subsidiary. (c) The Executive agrees and acknowledges that: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 covenants set forth in this Section 6 are reasonable in geographical and (y) the second anniversary of the date of terminationtemporal scope and in all other respects, (ii) if the Employment Period ends on November 1, 2001 and not less than 30 days prior to such date either the Company or Sleepmaster offers would not have entered into this Agreement but for the covenants of the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offercontained herein, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 or (iii) if the Employment Period is terminated by covenants contained herein have been made in order to induce the Company to enter into this Agreement, and (iv) that CVC would not have entered into the Recapitalization Agreement but for Cause or by the voluntary resignation covenants of the Executive without contained herein. (d) If, at the time of enforcement of this Section 6, a Good Reason Eventcourt shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the period parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) The Executive recognizes and affirms that in the event of eighteen his breach of any provision of this Section 6, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Section 6, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (18) months following the date of terminationwithout posting a bond or other security).

Noncompete, Nonsolicitation. The Executive acknowledges that in the course (a) In further consideration of his Executive’s benefits hereunder and as a condition of Executive’s continued employment with the Company and its Subsidiaries he has become familiarafter the Effective Time, and he will become familiar, Executive acknowledges that during the course of Executive’s employment with the Company's , Executive has and its Subsidiaries' will become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and that his Executive’s services have been and will shall continue to be of special, unique unique, and extraordinary value to the Company and its SubsidiariesCompany. Therefore, the Executive agrees that, during the time he is employed by Executive’s employment with the Company and its Subsidiaries and during for the 24 month period following the termination of Executive’s employment with the Company for any applicable Post-Termination Period reason (the "“Noncompete Period"”), he Executive shall not directly or indirectly own, operateown any interest in, manage, control, participate in, consult with, advise, provide render services for, be employed in an executive, managerial or administrative or other capacity by, or in any manner engage in any business (including by himself that is, or will be, engaged wholly or primarily in the business of manufacturing, purchasing, selling or supplying in the United States or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination of the Executive's employment, within any geographical area country in which the Company conducts business, any product or any of its Subsidiaries engages service manufactured, purchased, sold, supplied, or provided by the Company (including, without limitation, businesses which the Company has specific plans to engage conduct in the future and as to which Executive is aware of such businesses. planning), in the United States or in any other country in which the Company conducts business, or which provides or will provide consulting or advisory services, including but not limited to audit reviews and evaluations of requests for proposals, which concern or could affect any existing or prospective relationship between Company and any third party, including its customers, prospective customers, vendors, suppliers and drug manufacturers (an “Business Competitor”). (b) Nothing herein shall prohibit the Executive from (1) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which that is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purposes ; (2) becoming employed, engaged, associated or otherwise participating with a separately managed division or subsidiary of this Section 5a competitive business provided that such separately managed division or subsidiary is itself not a Business Competitor and Executive’s services are provided only to such division or subsidiary; or (3) accepting employment with any federal or state government or governmental subdivision or agency. (c) During the Noncompete Period, "Post-Termination Period" means, as applicable: Executive shall not directly or indirectly through another Person (i) if the Executive is entitled induce or attempt to receive payments pursuant to Sections 2(d)(i)(A)(1) or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary induce any employee of the date Company to leave the employ of terminationthe Company, or in any way interfere with the relationship between the Company and any employee thereof; (ii) if hire anyone who was an employee of the Employment Period ends on November 1, 2001 and not less than 30 days Company at any time during the 12-month period immediately prior to such date either the Company termination of his or Sleepmaster offers her employment with the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 Company; or (iii) if induce or attempt to induce any Covered Customer or Covered Vendor to cease or materially reduce doing business with the Employment Period is terminated by Company, or in any way interfere with the relationship between the Company for Cause and any such Covered Customer or by Covered Vendor (including, without limitation, making any negative or disparaging statements or communications regarding the voluntary resignation Company). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from employing an individual (1) with the consent of the Company or (2) who responds to general solicitations in publications or on websites, or through the use of search firms, so long as such general solicitations or search firm activities are not targeted specifically at an employee of the Company. In addition, nothing in this Agreement will prohibit the making of any truthful statements made by any Person in response to a lawful subpoena or legal proceeding or to enforce such Person’s rights under this Agreement, or any other agreement between Executive without a Good Reason Eventand the Company. For the avoidance of doubt, the period term “Company” as used in this Section 5 and in Section 6 shall include all former, current and future affiliates of eighteen (18) months following Cigna, both before and after the date of terminationEffective Time, including Holdco and Express Scripts.

Noncompete, Nonsolicitation. The (a) Each Executive acknowledges that in the course of his his/her employment with the Company and its Subsidiaries he he/she has become familiar, and he will become familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his his/her services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the such Executive agrees that, during the time he he/she is employed by the Company and its Subsidiaries and thereafter for a period equal to six (6) months, or such longer period during any applicable Post-Termination Period which such Executive receives compensation from the Company pursuant to such Executive's TPA (the "Noncompete Period"), he shall he/she will not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide render services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, competing with the businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination of the such Executive's employment, within any geographical area in which the Company or any of its Subsidiaries engages or plans to engage in such businesses. Nothing herein shall will prohibit the any Executive from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the such Executive has no active participation in the business of such corporation. For purposes of this Section 5. (b) During the Noncompete Period, "Post-Termination Period" means, as applicable: each Executive shall not directly or indirectly through another entity (i) if the Executive is entitled induce or attempt to receive payments pursuant to Sections 2(d)(i)(A)(1) or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary induce any employee of the date Company or any Subsidiary of terminationthe Company to leave the employ of the Company or such Subsidiary, or in any way materially interfere with the relationship between the Company or any Subsidiary of the Company and any employee thereof, (ii) if the Employment Period ends on November 1, 2001 and not less than 30 days prior to such date either hire any person who was an employee of the Company or Sleepmaster offers any Subsidiary of the Executive employment on terms substantially similar Company within the last twelve months prior to the terms set forth herein and termination of such Executive's employment with the Executive refuses such offerCompany, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 or (iii) if the Employment Period is terminated by induce or attempt to induce any customer, supplier, licensee or other business relation of the Company for Cause or by the voluntary resignation any Subsidiary of the Executive without Company to cease doing business with the Company or such Subsidiary, or in any way materially interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary of the Company. (c) If, at the time of enforcement of this Section 7, a Good Reason Eventcourt shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the period parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (d) In the event of eighteen a breach or a threatened breach by any Executive of any of the provisions of this Section 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (18) months following the date of terminationwithout posting a bond or other security).

Noncompete, Nonsolicitation. The Executive acknowledges that in 5.1 In further consideration of the course benefits to Employee hereunder and as a condition of his or her continued employment with the Company and its Subsidiaries he Subsidiaries, Employee acknowledges that during the course of his or her employment with the Company and its Subsidiaries, Employee has become familiar, and he will become familiar, familiar with the Company's ’s and its Subsidiaries' ’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his Employee’s services have been and will shall continue to be of special, unique unique, and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive Employee agrees that, during the time he is employed by his or her employment with the Company and its Subsidiaries and during any applicable Post-Termination Period for 12 months thereafter (the "“Noncompete Period"”), he Employee shall not directly or indirectly own, operateown any interest in, manage, control, participate in, consult with, advise, provide render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business (including by himself or within the United States that is engaging in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries Subsidiaries, as such businesses exist at any time during his or are in process on her employment with the Company and its Subsidiaries or, as of the date of the termination of the Executive's such employment, within any geographical area in which are contemplated to exist during the Company or any twelve-month period following the date of its Subsidiaries engages or plans to engage in such businessestermination of employment (the “Restricted Business”). Nothing herein shall prohibit the Executive Employee from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which that is publicly traded, so long as the Executive Employee has no active participation in the business of such corporation. For purposes of this Section 5, "Post-Termination Period" means, as applicable: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) ; or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary of the date of termination, (ii) if becoming employed, engaged, associated or otherwise participating with a separately managed division or subsidiary of a competitive business that does not engage in the Employment Period ends on November 1, 2001 and not less than 30 days prior Restricted Business (provided that Employee’s services are provided only to such date either the Company division or Sleepmaster offers the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 subsidiary); or (iii) if accepting employment with any federal or state government or governmental subdivision or agency. 5.2 During the Employment Period is terminated by Noncompete Period, Employee shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of the Company for Cause or by any Subsidiary to leave the voluntary resignation employ of the Executive Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof; (ii) hire any Person who was an employee of the Company or any Subsidiary at any time during the twelve-month period immediately prior to the termination of his or her employment with the Company; or (iii) induce or attempt to induce any member, provider, payor or other business relation of the Company or any Subsidiary to cease or materially reduce doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its Subsidiaries). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Employee from employing an individual (i) with the consent of the Company or (ii) who responds to general solicitations in publications or on websites, or through the use of search firms, so long as such general solicitations or search firm activities are not targeted specifically at an employee of the Company or any of its Subsidiaries. In addition, nothing in this Agreement will prohibit the making of any truthful statements made by any Person in response to a Good Reason Eventlawful subpoena or legal proceeding or to enforce such Person’s rights under this Agreement, or any other agreement between Employee, the period of eighteen (18) months following the date of terminationCompany, and its Subsidiaries.

Noncompete, Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with the Company's ’s and its Subsidiaries' ’ trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during from the time he is employed by date hereof until the second anniversary of the termination of the Executive’s employment with the Company and its Subsidiaries and during for any applicable Post-Termination Period reason, (the "“Noncompete Period"”), he shall not shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide render services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, competing with the businesses of the Company or its Subsidiaries in The United States of America, Canada or The United States of Mexico (the “Territory”) as such businesses exist or are in process on the date of the termination of the Executive's employment, within any geographical area in which ’s employment with the Company or any of its Subsidiaries engages or plans to engage in such businessesCompany. Nothing herein shall prohibit the Executive from being a passive owner of not more than 25% of the outstanding stock of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) influence or attempt to influence any of the customers of the Company or its Subsidiaries to divert their business or patronage from the Company or its Subsidiaries to any other person or company engaged in a similar business, (ii) disclose to any person or entity the names, addresses, or requirements of, or other confidential information or trade secrets relating to any customers of the Company or its Subsidiaries, the prices charged to such customers or the practices used in servicing such customers (other than in the course of the Executive’s employment and consistent with his duties as the Chief Financial Officer), (iii) make any statement or do any act intended to cause existing or potential customers of the Company or its Subsidiaries to make use of the services or purchase the products of any competitive business, (iv) hire or attempt to hire any person who was employed by the Company or its Subsidiaries for any type of employment one hundred eighty days prior to the date of Termination, (v) induce or attempt to induce any employee of the Company or its Subsidiaries to leave his or her employ or in any way interfere with the relationship between the Company or its Subsidiaries and any of their employees, or (vi) in any way interfere with relationship between the Company or any of its Subsidiaries with any of their suppliers. (c) The parties hereto acknowledge and agree that the Company will suffer irreparable harm from a breach by the Executive of any of the covenants or agreements contained in Sections 4, 5 and 6. For purposes The Executive further acknowledges that the restrictive covenants set forth in Sections 4, 5 and 6 are of a special, unique, unusual and extraordinary character, the loss of which cannot be adequately compensated by damages. The Executive agrees that the periods of restriction and geographic area of restriction imposed by the provisions of Sections 4, 5 and 6 are fair and reasonable and are reasonably required for the protection of the Company in whose favor such restrictions operate. The Company acknowledges that, but for the Executive’s agreements to be bound the restrictive covenants set forth in Sections 4, 5 and 6, the Company would not have entered into this Section 5Agreement. The restrictive covenants set forth herein supersede any restrictive covenants with respect to the subject matters addressed by the restrictive covenants set forth in Sections 4, "Post-Termination Period" means5 and 6 set forth in any current agreement between the Executive and the Company. The Executive agrees that the Company has a legitimate business interest to protect justifying the restrictive covenants set forth in Sections 4, as applicable5 and 6. Such legitimate business interests include: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) or 2(d)(i)(D)(1trade secrets, as defined in Florida Statute 688.002(4), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary of the date of termination, (ii) if valuable confidential business information that does not otherwise qualify as a trade secret, (iii) substantial relationships with prospective or existing customers, and (iv) customer goodwill. In the Employment Period ends on November 1event of an alleged or threatened breach by the Executive of any of the provisions of this Sections 4, 2001 5 and not less than 30 days prior to such date either 6, the Company or Sleepmaster offers its successor or assign may, in addition to all other rights and remedies existing in its or their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) in order to enforce or prevent any violations of the provisions hereof (including, without limitation, the extension of the Noncompete Period by a period equal to the duration of the violation of Sections 4, 5 and 6). In the event of an alleged breach or violation by the Executive employment on terms substantially similar to of any of the terms set forth herein provisions of Sections 4, 5 and 6, the Noncompete Period shall be tolled until such alleged breach or violation is resolved. (d) The Executive and the Executive refuses such offerCompany intends that the covenants of Section 6(a) shall be deemed to be a series of separate covenants, one for each month of the Noncompete Period. Additionally, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 or (iii) if the Employment Period is terminated by Executive and the Company intend that the covenants of Section 6(a) shall be deemed to be a series of separate covenants, are for Cause each county or by province of each and every state, territory or jurisdiction within the voluntary resignation Territory and one for each month of the Executive without a Good Reason Event, the period of eighteen (18) months following the date of termination.the

Noncompete, Nonsolicitation. The Executive acknowledges that in (a) In consideration of the course of his employment with Units granted to the Company and its Subsidiaries he has become familiar, and he will become familiar, with Employee-Members from time to time by the Company's and its Subsidiaries' trade secrets and with other Confidential Information and , except as otherwise provided in a Grant Agreement, each Employee-Member granted Units agrees that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the time he is employed by entire term of the Company and its Subsidiaries and during any Noncompete Period applicable Postto such Employee Member, such Employee-Termination Period (the "Noncompete Period")Member shall not, he shall not directly or indirectly ownindirectly, operate, manage, control, participate engage in or become interested in, consult withas owner, adviseshareholder, provide services forpartner, lender, investor, director, officer, employee, consultant, agent, representative or in otherwise, any manner engage Person engaged in any business (including by himself or in association competitive with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses that of the Company or its Subsidiaries as such businesses exist or Affiliates. Notwithstanding the foregoing, an Employee-Member shall not be deemed to have breached this Section 8.04(a) by reason of purchasing stock in a corporation whose shares are in process listed on the date New York Stock Exchange or quoted on NASDAQ, provided that the Employee-Member’s beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of any class of equity securities in any such corporation is less than 5% of the termination aggregate number of outstanding shares of such class. (b) In consideration of the Executive's employmentUnits granted to the Employee-Members from time to time by the Company, except as otherwise provided in a Grant Agreement, each Employee-Member agrees that such Employee-Member shall not, directly or indirectly, (i) for a period of (A) three years after Termination, (B) four years after Termination, if the Termination occurs after the Employee-Member has been an employee of the Company for five years after such employee became an Employee-Member, or (C) five years after Termination, if the Termination occurs after the Employee-Member has been an employee of the Company for ten years after such employee became an Employee-Member, solicit, on behalf of himself or any Person, any Person that is as of the Termination, or has been within any geographical area in which one year prior to the Termination, a client of the Company or any of its Subsidiaries engages Affiliates to become an investment advisory, brokerage, or plans to engage in such businesses. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% similar client of the outstanding stock of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purposes of this Section 5, "PostEmployee-Termination Period" means, as applicable: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) Member or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary of the date of termination, any other Person; (ii) if for a period of five years after Termination, solicit any Person who is as of the Employment Period ends on November 1Termination, 2001 and not less than 30 days or has been within one year prior to such date either the Termination, an employee of the Company or Sleepmaster offers the Executive employment on terms substantially similar its Affiliates to become an employee of or consultant to the terms set forth herein and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 Employee-Member or any other Person; or (iii) for a period of (A) two years after Termination, (B) three years after Termination, if the Employment Period Termination occurs after the Employee-Member has been an employee of the Company for five years after such employee became an Employee-Member, or (C) four years after Termination if the Termination occurs after the Employee-Member has been an employee of the Company for ten years after such employee became an Employee-Member, solicit any Person who is terminated a Prospect of the Company or its Affiliates to become an investment advisory, brokerage, or similar client of the Employee-Member or any other Person. (c) Each Employee-Member acknowledges and agrees that the covenants set forth in this Section 8.04 are reasonable and necessary for the protection of the Company. Each Employee-Member further agrees that irreparable injury will result to the Company in the event of any breach of the terms of Section 8.04, and that in the event of any actual or threatened breach of any of the provisions contained in Section 8.04, the Company will have no adequate remedy at Law. Each Employee-Member accordingly agrees that in the event of any actual or threatened breach by such Employee-Member of any of the provisions contained in Section 8.04, the Company shall be entitled to seek such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction, without the necessity of showing actual monetary damages and without posting any bond or other security. (d) Each Employee-Member acknowledges and agrees that the provisions of this Section 8.04 shall survive and be enforceable by the Company for Cause or by the voluntary resignation after such Employee-Member ceases to be an employee of the Executive without Company and/or after the Employee-Member ceases to be a Good Reason Event, the period of eighteen (18) months following the date of terminationMember.

Noncompete, Nonsolicitation. The (a) Executive acknowledges that in the course of his employment with Neenah or any other member of the Company and its Subsidiaries Neenah Group he has become familiar, and he will become familiar, with the CompanyNeenah Group's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its SubsidiariesNeenah Group. Therefore, the Executive agrees that, during the Employment Period and the Consulting Period and such other time as he is employed by Neenah or any other member of the Company Neenah Group and its Subsidiaries and during any applicable Post-Termination Period for eighteen months thereafter (the "Noncompete Period"), he Executive shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide render services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, competing with the businesses of the Company or its Subsidiaries Neenah Group as such businesses exist or are in process on the date of the termination of the Executive's employment, within any geographical area in which the Company or any of its Subsidiaries Neenah Group engages or plans on the date of the termination of Executive's employment to engage in such businesses. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purposes of this Section 5. (b) During the Noncompete Period, "Post-Termination Period" means, as applicable: Executive shall not directly or indirectly through another entity (i) if the Executive is entitled induce or attempt to receive payments pursuant to Sections 2(d)(i)(A)(1) induce any employee of Neenah or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary any other member of the date Neenah Group to leave the employ of terminationNeenah or such other member of the Neenah Group, or in any way interfere with the relationship between any member of the Neenah Group and any employee thereof, (ii) if hire any person who was an employee of the Employment Period ends on November 1, 2001 and not less than 30 days Neenah Group at any time within the six-month period prior to such the date either of termination of Executive's employment with Neenah or any other member of the Company or Sleepmaster offers the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offerNeenah Group, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 or (iii) if induce or attempt to induce any customer, supplier, licensee or other business relation of Neenah or any other member of the Neenah Group to cease doing business with Neenah or such other member of the Neenah Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Neenah or any other member of the Neenah Group. (c) If, at the time of enforcement of this Section 2.8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (d) In the event of a breach or a threatened breach by Executive of any of the provisions of this Section 2.8, Neenah or any other member of the Neenah Group, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). (e) In the event that (i) the Employment Period is terminated by terminated, (ii) Neenah is obligated to make the Company for Cause or by payments to Executive described in Section 2.4, and (iii) Neenah fails to tender to Executive two consecutive installments of such payments (as set forth in Section 2.4), Executive's obligations to the voluntary resignation Neenah Group under this Section 2.8 shall terminate as of the Executive without a Good Reason Event, the period of eighteen (18) months following the date of termination.such second installment was due and not paid. EXECUTION COPY

Noncompete, Nonsolicitation. The Executive acknowledges that in the course (a) In further consideration of his Executive’s benefits hereunder and as a condition of Executive’s continued employment with the Company and its Subsidiaries he has become familiarafter the Effective Time, and he will become familiar, Executive acknowledges that during the course of Executive’s employment with the Company's , Executive has and its Subsidiaries' will become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and that his Executive’s services have been and will shall continue to be of special, unique unique, and extraordinary value to the Company and its SubsidiariesCompany. Therefore, the Executive agrees that, during the time he is employed by Executive’s employment with the Company and its Subsidiaries and during for the 24-month period following the termination of Executive’s employment with the Company for any applicable Post-Termination Period reason (the "“Noncompete Period"”), he Executive shall not directly or indirectly own, operateown any interest in, manage, control, participate in, consult with, advise, provide render services for, be employed in an executive, managerial or administrative or other capacity by, or in any manner engage in any business (including by himself that is, or will be, engaged wholly or primarily in the business of manufacturing, purchasing, selling or supplying in the United States or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination of the Executive's employment, within any geographical area country in which the Company conducts business, any product or any of its Subsidiaries engages service manufactured, purchased, sold, supplied, or provided by the Company (including, without limitation, businesses which the Company has specific plans to engage conduct in the future and as to which Executive is aware of such businesses. planning), in the United States or in any other country in which the Company conducts business, or which provides or will provide consulting or advisory services, including but not limited to audit reviews and evaluations of requests for proposals, which concern or could affect any existing or prospective relationship between Company and any third party, including its customers, prospective customers, vendors, suppliers and drug manufacturers (an “Business Competitor”). (b) Nothing herein shall prohibit the Executive from (1) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which that is publicly traded, so long as the Executive has no active participation in the business of such corporation; (2) becoming employed, engaged, associated or otherwise participating with a separately managed division or subsidiary of a competitive business provided that such separately managed division or subsidiary is itself not a Business Competitor and Executive’s services are provided only to such division or subsidiary; or (3) accepting employment with any federal or state government or governmental subdivision or agency. For purposes In addition, the Company agrees that Executive may request that the Company waive the remaining duration of this Section 5the Noncompete Period as it relates to any Business Competitor, "Post-Termination provided that any such request shall be made by Executive to Cigna’s Executive Vice President of Human Resources and Services and consent to such request by the Company will not be unreasonably withheld. (c) During the Noncompete Period" means, as applicable: Executive shall not directly or indirectly through another Person (i) if the Executive is entitled induce or attempt to receive payments pursuant to Sections 2(d)(i)(A)(1) or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary induce any employee of the date Company to leave the employ of terminationthe Company, or in any way interfere with the relationship between the Company and any employee thereof; (ii) if hire anyone who was an employee of the Employment Period ends on November 1, 2001 and not less than 30 days Company at any time during the 12-month period immediately prior to such date either the Company termination of his or Sleepmaster offers her employment with the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 Company; or (iii) if induce or attempt to induce any Covered Customer or Covered Vendor to cease or materially reduce doing business with the Employment Period is terminated by Company, or in any way interfere with the relationship between the Company for Cause and any such Covered Customer or by Covered Vendor (including, without limitation, making any negative or disparaging statements or communications regarding the voluntary resignation Company). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from employing an individual (1) with the consent of the Company or (2) who responds to general solicitations in publications or on websites, or through the use of search firms, so long as such general solicitations or search firm activities are not targeted specifically at an employee of the Company. In addition, nothing in this Agreement will prohibit the making of any truthful statements made by any Person in response to a lawful subpoena or legal proceeding or to enforce such Person’s rights under this Agreement, or any other agreement between Executive without a Good Reason Eventand the Company. For the avoidance of doubt, the period term “Company” as used in this Section 5 and in Section 6 shall include all former, current and future affiliates of eighteen (18) months following Cigna, both before and after the date of terminationEffective Time, including Holdco and Express Scripts.

Noncompete, Nonsolicitation. The Executive acknowledges that in (a) In consideration of the course of his employment with Units granted to the Company and its Subsidiaries he has become familiar, and he will become familiar, with Employee-Members from time to time by the Company's and its Subsidiaries' trade secrets and with other Confidential Information and , except as otherwise provided in a Grant Agreement, each Employee-Member granted Units agrees that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the time he is employed by entire term of the Company and its Subsidiaries and during any Noncompete Period applicable Postto such Employee Member, such Employee-Termination Period (the "Noncompete Period")Member shall not, he shall not directly or indirectly ownindirectly, operate, manage, control, participate engage in or become interested in, consult withas owner, adviseshareholder, provide services forpartner, lender, investor, director, officer, employee, consultant, agent, representative or in otherwise, any manner engage Person engaged in any business (including by himself or in association competitive with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses that of the Company or its Subsidiaries as such businesses exist or Affiliates. Notwithstanding the foregoing, an Employee-Member shall not be deemed to have breached this Section 8.04(a) by reason of purchasing stock in a corporation whose shares are in process listed on the date New York Stock Exchange or quoted on NASDAQ, provided that the Employee-Member’s beneficial ownership (as defined in Rule 13d- 3 under the Exchange Act) of any class of equity securities in any such corporation is less than 5% of the termination aggregate number of outstanding shares of such class. (b) In consideration of the Executive's employmentUnits granted to the Employee-Members from time to time by the Company, except as otherwise provided in a Grant Agreement, each Employee-Member agrees that such Employee-Member shall not, directly or indirectly, (i) for a period of (A) three years after Termination, (B) four years after Termination, if the Termination occurs after the Employee-Member has been an employee of the Company for five years after such employee became an Employee-Member, or (C) five years after Termination, if the Termination occurs after the Employee-Member has been an employee of the Company for ten years after such employee became an Employee-Member, solicit, on behalf of himself or any Person, any Person that is as of the Termination, or has been within any geographical area in which one year prior to the Termination, a client of the Company or any of its Subsidiaries engages Affiliates to become an investment advisory, brokerage, or plans to engage in such businesses. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% similar client of the outstanding stock of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purposes of this Section 5, "PostEmployee-Termination Period" means, as applicable: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) Member or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary of the date of termination, any other Person; (ii) if for a period of five years after Termination, solicit any Person who is as of the Employment Period ends on November 1Termination, 2001 and not less than 30 days or has been within one year prior to such date either the Termination, an employee of the Company or Sleepmaster offers the Executive employment on terms substantially similar its Affiliates to become an employee of or consultant to the terms set forth herein and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 Employee-Member or any other Person; or (iii) for a period of (A) two years after Termination, (B) three years after Termination, if the Employment Period Termination occurs after the Employee-Member has been an employee of the Company for five years after such employee became an Employee-Member, or (C) four years after Termination if the Termination occurs after the Employee-Member has been an employee of the Company for ten years after such employee became an Employee-Member, solicit any Person who is terminated a Prospect of the Company or its Affiliates to become an investment advisory, brokerage, or similar client of the Employee-Member or any other Person. (c) Each Employee-Member acknowledges and agrees that the covenants set forth in this Section 8.04 are reasonable and necessary for the protection of the Company. Each Employee-Member further agrees that irreparable injury will result to the Company in the event of any breach of the terms of Section 8.04, and that in the event of any actual or threatened breach of any of the provisions contained in Section 8.04, the Company will have no adequate remedy at Law. Each Employee-Member accordingly agrees that in the event of any actual or threatened breach by such Employee-Member of any of the provisions contained in Section 8.04, the Company shall be entitled to seek such injunctive and other equitable relief as may be deemed necessary or appropriate by a court of competent jurisdiction, without the necessity of showing actual monetary damages and without posting any bond or other security. (d) Each Employee-Member acknowledges and agrees that the provisions of this Section 8.04 shall survive and be enforceable by the Company for Cause or by the voluntary resignation after such Employee-Member ceases to be an employee of the Executive without Company and/or after the Employee-Member ceases to be a Good Reason Event, the period of eighteen (18) months following the date of terminationMember.

Noncompete, Nonsolicitation. (a) The Executive acknowledges that in Sellers agree that, for a period commencing on the course date hereof and ending on the third anniversary date of his employment with the Company and its Subsidiaries he has become familiarClosing (the “Noncompete Period”), they shall not, and he will become familiarthey shall cause their Subsidiaries not to, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the time he is employed by the Company and its Subsidiaries and during any applicable Post-Termination Period (the "Noncompete Period"), he shall not directly or indirectly own(whether for compensation or otherwise) own or hold any interest in, manage, operate, manage, control, participate in, consult with, advise, provide render services for, or in any manner engage participate in any business (including by himself that competes, directly or in association indirectly, with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries Business as such businesses exist or are in process it exists on the date Closing Date, either as a general or limited partner, manager, managing member, proprietor, shareholder, agent or otherwise, except in connection with the ordinary course business operations of VF Outlet, Inc. and provided, that nothing herein shall (i) prohibit the termination of the Executive's employment, within acquisition (or subsequent ownership) by any geographical area in which the Company Seller or any of its Subsidiaries engages or plans to engage in Affiliates of any company having, as of the date which is six months from the closing of such businesses. Nothing herein shall prohibit acquisition and for the Executive from being a passive owner remainder of not the Noncompete Period, no more than 210% of its sales, and no more than $25 million in annual gross revenue, attributable to the outstanding stock development, manufacturing, marketing, licensing, advertising and sales of women’s undergarments and intimate apparel or (ii) prohibit any Seller or any of its Affiliates from (A) conducting its businesses as currently conducted (including, from time to time, incorporating women’s undergarments and intimate apparel into a corporation which is publicly tradedcomprehensive offering of Sellers’ and their Affiliates’ lifestyle brands, so long as where the Executive has no active participation women’s undergarments and intimate apparel are not the primary focus of the offering), it being understood and agreed that none of its businesses primarily develop, manufacture, market, license, advertise or sell women’s undergarments or intimate apparel, (B) developing, manufacturing, marketing, licensing, advertising or selling products in the business areas of such corporationactivewear, sports and fitness wear or (C) subject to Section 7.04, licensing its trademarks and tradenames to third parties for use on women’s undergarments and intimate apparel. For purposes of The Sellers acknowledge that, during the Noncompete Period, Buyer will conduct the Business nationally and internationally and agree that the provisions in this Section 5, "Post-Termination Period" means, as applicable: 5.07 shall operate (i) if throughout the Executive United States in each state in which the Sellers have conducted or Buyer is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) or 2(d)(i)(D)(1), then for conducting the period through the later of (x) January 2, 2000 Business and (yii) outside the second anniversary United States in any country in which the Sellers have conducted or Buyer is conducting the Business, at any time. The Sellers agree and acknowledge that the potential harm to Buyer of the date non-enforcement of terminationthe provisions hereof outweighs any harm to the Sellers of the enforcement of such provisions by injunction or otherwise. The Sellers expressly acknowledge and agree that restraints imposed by this Section 5.07 are reasonable with respect to subject matter, time period and geographical area. (b) The Sellers agree that, during the Noncompete Period, they shall not, and they shall cause their respective Subsidiaries and all officers, directors, managers, employees and other representatives of each of the Sellers and their Subsidiaries not to, solicit any officer, director, consultant or employee of any Company or the Subsidiaries to leave his or her employment or engagement with such Company or Subsidiary, provided, however, that nothing in this Section 5.07(b) shall be deemed to prohibit the Sellers, their Subsidiaries or representatives from (i) (A) placing advertisements in newspapers or other media of general circulation advertising employment opportunities and (B) hiring persons who respond to such advertisements or (ii) hiring persons whose employment is terminated by Buyer or any of its Affiliates, provided, in each case, that they were not otherwise solicited in violation of this section. (c) Buyer agrees that, during the Noncompete Period, it shall not, and shall cause its Subsidiaries and all officers, directors, managers, employees and other representatives of each Buyer and its Subsidiaries not to, solicit any officer, director, consultant or employee of any Seller or any of its Affiliates to leave his or her employment or engagement with such Seller or Affiliate; provided, however, that nothing in this Section 5.07(c) shall be deemed to prohibit Buyer, its Subsidiaries or representatives from (i) (A) placing advertisements in newspapers or other media of general circulation advertising employment opportunities and (B) hiring persons who respond to such advertisements, (ii) if hiring persons whose employment is terminated by the Employment Period ends on November 1, 2001 and not less than 30 days prior to such date either the Company Sellers or Sleepmaster offers the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offer, the period any of eighteen (18) months (following the Employment Period) ending on May 1, 2003 their respective Affiliates or (iii) hiring any Active Business Employee in accordance with the terms of Article 9, provided, in the case of each of (i) and (ii), that they were not otherwise solicited in violation of this section. (d) The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 5.07 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined to be reasonable, not arbitrary and not against public policy may be enforced against the Employment Period is terminated by the Company for Cause or by the voluntary resignation of the Executive without a Good Reason Event, the period of eighteen (18) months following the date of terminationapplicable party.

Noncompete, Nonsolicitation. The 2.1 In further consideration of the benefits to Executive hereunder and as a condition of his continued employment with the Company, Executive acknowledges that in during the course of his employment with the Company and its Subsidiaries he has become familiar(as defined below), and he will become familiar, familiar with the Company's ’s and its Subsidiaries' ’ trade secrets and with other Confidential Information (as defined below) concerning the Company and its Subsidiaries and that his services have been and will shall continue to be of special, unique unique, and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the time he is employed by his employment with the Company and its Subsidiaries and during any applicable Post-Termination Period for eighteen months thereafter (the "“Noncompete Period"”), he shall not directly or indirectly own, operateown any interest in, manage, control, participate in, consult with, advise, provide render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business (including by himself or within the United States that is engaging in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries Subsidiaries, as such businesses exist or are in process on at any time during his employment with the Company or, as of the date of the termination of the Executive's such employment, within any geographical area in which are contemplated to exist during the Company or any twelve-month period following the date of its Subsidiaries engages or plans to engage in such businessestermination of employment (the “Restricted Business”). Nothing herein shall prohibit the Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which that is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purposes of this Section 5, "Post-Termination Period" means, as applicable: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) ; or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary of the date of termination, (ii) if becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Employment Period ends on November 1, 2001 and not less than 30 days prior Restricted Business (provided that Executive’s services are provided only to such date either the Company division or Sleepmaster offers the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 Subsidiary); or (iii) if accepting employment with any federal or state government or governmental subdivision or agency. 2.2 During the Employment Period is terminated by Noncompete Period, Executive shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of the Company for Cause or by any Subsidiary to leave the voluntary resignation employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof; (ii) hire any Person who was an employee of the Company or any Subsidiary at any time during the twelve-month period immediately prior to the termination of his employment with the Company; or (iii) induce or attempt to induce any member, provider, payor or other business relation of the Company or any Subsidiary to cease or materially reduce doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its Subsidiaries). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive without from employing an individual (i) with the consent of the Company or (ii) who responded to general solicitations in publications or on websites, or through the use of search firms, so long as such general solicitations or search firm activities are not targeted specifically at an employee of the Company or any of its Subsidiaries. In addition, nothing in this Agreement will prohibit the making of any truthful statements made by any Person in response to a Good Reason Eventlawful subpoena or legal proceeding or to enforce such Person’s rights under this Agreement, or any other agreement between Executive, the period of eighteen (18) months following the date of terminationCompany, and its Subsidiaries.

Noncompete, Nonsolicitation. The Executive acknowledges that in (a) For a period of three years from the course of his employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the time he is employed by the Company and its Subsidiaries and during any applicable Post-Termination Period Closing Date (the "Noncompete Period"“Term”), he shall not directly or indirectly ownwithout the prior written consent of Xxxxxxx, operate, manage, control, participate in, consult with, advise, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses none of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination of the Executive's employment, within any geographical area in which the Company Parent or any of its Subsidiaries engages will, directly or plans to indirectly, own, manage, operate, control, or engage in such businesses. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporationproviding multi-channel video programming services (including operating a cable television system), Internet access services, or data and local exchange telephony services, including VoIP services (each, a “Competing Business”) within the area currently serviced by the Systems (the “Systems Territory”). For purposes The foregoing restrictions shall not be deemed to preclude Parent or any of this Section 5, "Post-Termination Period" means, as applicableits Subsidiaries from the following: (i) if acquiring or holding a non-managerial passive investment in an entity engaging in a Competing Business in the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) or 2(d)(i)(D)(1Systems Territory (a “Competing Systems Entity”), then for the period through the later of provided that such non-managerial passive investment does not constitute more than five percent (x5.0%) January 2, 2000 and (y) the second anniversary of the date total equity interests of terminationany class of such Competing Systems Entity, and further provided that neither Parent, nor any of its Subsidiaries presently holds any such interest in a Competing Systems Entity; (ii) if acquiring a Controlling Interest in a company or business having not more than twenty percent (20%) of its gross revenue in its last fiscal year attributable to a Competing Business in the Employment Period ends on November 1, 2001 and not less than 30 days prior to such date either the Company or Sleepmaster offers the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 Systems Territory; or (iii) if engaging or entering into in a joint venture or other business arrangement, organization or entity with a Competing Systems Entity, provided that the Employment Period is terminated joint venture or other business arrangement, organization or entity does not engage in a Competing Business within the Systems Territory. Notwithstanding the foregoing, the prohibitions in this Section 5.18(a) shall not apply to any unrelated Person (or its Affiliates) that acquires Parent. (b) For the Term, without the prior written consent of Parent, none of Xxxxxxx or any of its Subsidiaries will, directly or indirectly, own, manage, operate, join, control, or engage in a Competing Business within the area currently serviced by Parent or any of its Subsidiaries (other than the Systems covered by the Company for Cause Franchises) (the “Parent Territory”). The foregoing restrictions shall not be deemed to preclude Shivers or by any of its Subsidiaries from the voluntary resignation following: (i) acquiring or holding a non-managerial passive investment in an entity engaging in a Competing Business in the Parent Territory (a “Competing Entity”), provided that such non-managerial passive investment does not constitute more than five percent (5.0%) of the Executive without total equity interests of any class of such Competing Entity, and further provided that neither Xxxxxxx, nor any of its Subsidiaries presently holds any such interest in a Good Reason EventCompeting Entity; (ii) acquiring a Controlling Interest in a company or business having not more than twenty percent (20%) of its gross revenue in its last fiscal year attributable to a Competing Business in the Parent Territory; or (iii) engaging or entering into in a joint venture or other business arrangement, organization or entity with a Competing Entity, provided that the joint venture or other business arrangement, organization or entity does not engage in a Competing Business within the Parent Territory. Notwithstanding the foregoing, the prohibitions in this Section 5.18(b) shall not apply to any unrelated Person (or its Affiliates) that acquires Xxxxxxx or SplitCo Sub. (c) The parties acknowledge and agree that: (i) The restrictions contained in this Section 5.18 are necessary for the protection of legitimate business interests of Xxxxxxx and Parent, as applicable, and that the scope of the restrictions in time, geography, and types and limits of activities is, in each case, reasonable. (ii) Parent or Xxxxxxx, as applicable, would not have an adequate remedy at law if Xxxxxxx or Parent, or any of their respective Subsidiaries breaches the provisions of this Section 5.18. Accordingly, Parent and SplitCo Sub shall be entitled upon application to any court of competent jurisdiction to seek an injunction prohibiting any violations of the provisions of this Section 5.18, in addition to, and not in lieu of, any other rights or remedies to which such party may be entitled at law or in equity. The party breaching (or purporting to breach) the provisions of this Section 5.18 hereby waives and covenants not to assert in any action or proceeding, any claim or defense that there exists an adequate remedy at law for its breach of the provisions of this Section 5.18. (iii) If any the provisions of Section 5.18(a) or 5.18(b) is found by any court of competent jurisdiction to be too broad in scope, whether as to activities restricted, the time period of eighteen such restrictions or the geographic areas in which such activities are restricted, the provisions of this Section 5.18 shall nevertheless remain effective, but shall be deemed amended to the extent considered by such court to be reasonable, and shall be fully enforceable as so amended. (18d) months following During the date Term, Parent and Xxxxxxx shall not, and shall cause each of terminationtheir respective Subsidiaries not to, directly or indirectly, solicit the employment of any employee of the other or of its Subsidiaries without the other’s prior written consent; provided, however, that the foregoing provisions shall not apply to (i) a general advertisement or solicitation program that is not specifically targeted at such persons or (ii) the solicitation of any employee after such time that such employee’s employment has been terminated.

Noncompete, Nonsolicitation. The Executive (a) Xxxxxxx acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with the Company's ’s and its Subsidiaries' ’ trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive Xxxxxxx agrees that, that during the time he is employed by period beginning on the date hereof and ending on the later of (i) the fifth anniversary of the date hereof, and (ii) the third anniversary of the termination of Xxxxxxx’x employment with the Company and its Subsidiaries and during for any applicable Post-Termination Period reason, (the "“Noncompete Period"”), he shall not shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide render services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, competing with the businesses of the Company or its Subsidiaries in The United States of America, Canada or The United States of Mexico (the “Territory”) as such businesses exist or are in process on the date of the termination of Xxxxxxx’x employment with the Executive's employment, within any geographical area in which the Company or any of its Subsidiaries engages or plans to engage in such businessesCompany. Nothing herein shall prohibit the Executive Xxxxxxx from being a passive owner of not more than 25% of the outstanding stock of a corporation which is publicly traded, so long as the Executive Xxxxxxx has no active participation in the business of such corporation. (b) During the Noncompete Period, Xxxxxxx shall not directly or indirectly through another entity (i) influence or attempt to influence any of the customers of the Company or its Subsidiaries to divert their business or patronage from the Company or its Subsidiaries to any other person or company engaged in a similar business, (ii) disclose to any person or entity the names, addresses, or requirements of, or other confidential information or trade secrets relating to any customers of the Company or its Subsidiaries, the prices charged to such customers or the practices used in servicing such customers (other than in the course of Xxxxxxx’x employment and consistent with his duties as the President and Chief Executive Officer), (iii) make any statement or do any act intended to cause existing or potential customers of the Company or its Subsidiaries to make use of the services or purchase the products of any competitive business, (iv) hire or attempt to hire any person who was employed by the Company or its Subsidiaries for any type of employment one hundred eighty days prior to the date of Termination, (v) induce or attempt to induce any employee of the Company or its Subsidiaries to leave his or her employ or in any way interfere with the relationship between the Company or its Subsidiaries and any of their employees, or (vi) in any way interfere with relationship between the Company or any of its Subsidiaries with any of their suppliers. (c) The parties hereto acknowledge and agree that the Company will suffer irreparable harm from a breach by Xxxxxxx of any of the covenants or agreements contained in Sections 2, 3 and 4. For purposes Xxxxxxx further acknowledges that the restrictive covenants set forth in Sections 2, 3 and 4 are of a special, unique, unusual and extraordinary character, the loss of which cannot be adequately compensated by damages. Xxxxxxx agrees that the periods of restriction and geographic area of restriction imposed by the provisions of this Section 54 are fair and reasonable and are reasonably required for the protection of the Company in whose favor such restrictions operate. The Company acknowledges that, "Post-Termination Period" meansbut for Xxxxxxx’x agreements to be bound the restrictive covenants set forth in Sections 2, as applicable3 and 4, neither the Company, Buyer nor BRS would not have entered into this Agreement, the Stock Purchase Agreement or the Employment Agreement. The restrictive covenants set forth in this Agreement supersede any restrictive covenants with respect to the subject matters addressed by the restrictive covenants set forth in Sections 2, 3 and 4 set forth in any current agreement between Xxxxxxx and the Company. Xxxxxxx agrees that the Company has a legitimate business interest to protect justifying the restrictive covenants set forth in Sections 2, 3 and 4. Such legitimate business interests include: (i) if trade secrets, as defined in Florida Statute 688.002(4); (ii) valuable confidential business information that does not otherwise qualify as a trade secret; (iii) substantial relationships with prospective or existing customers; and (iv) customer goodwill. In the Executive event of an alleged or threatened breach by Xxxxxxx of any of the provisions of Sections 2, 3 and 4, the Company or its successor or assign may, in addition to all other rights and remedies existing in its or their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) in order to enforce or prevent any violations of the provisions hereof (including, without limitation, the extension of the Noncompete Period by a period equal to the duration of the violation of Sections 4). In the event of an alleged breach or violation by Xxxxxxx of any of the provisions of Sections 4, the Noncompete Period shall be tolled until such alleged breach or violation is resolved. (d) Xxxxxxx and the Company intends that the covenants of Section 4(a) shall be deemed to be a series of separate covenants, one for each month of the Noncompete Period. Additionally, Xxxxxxx and the Company intend that the covenants of Section 4(a) shall be deemed to be a series of separate covenants, are for each county or province of each and every state, territory or jurisdiction within the Territory and one for each month of the Noncompete Period. If, at the time enforcement is sought of any of the provisions of Sections 4, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. (e) Except for the Company’s compliance with Section 4(g), the existence of any claims or cause of action of Xxxxxxx against the Company, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the restrictive covenants set forth in Sections 2, 3 and 4. The refusal or failure of the Company to enforce any of the restrictive covenants set forth in Sections 2, 3 and 4 against Xxxxxxx, for any reason, shall not constitute an act of precedent or a defense to the enforcement by the Company of the restrictive covenants set forth herein, nor shall it give rise to any claim or cause of action by Xxxxxxx against the Company. If any action should have to be brought by the Company against Xxxxxxx to enforce the provisions of Sections 2, 3 and 4, Xxxxxxx recognizes, acknowledges and agrees that the Company is entitled to receive payments pursuant to all of the civil remedies provided Sections 2(d)(i)(A)(1542.335, 688.003, and 812.035, Florida Statutes, including without limitation (i) preliminary and permanent injunctive relief restraining Xxxxxxx from unauthorized disclosure or 2(d)(i)(D)(1)use of any trade secret or confidential information, then for in whole or in part, or otherwise violating any of the period through the later of (x) January restrictive covenants set forth in Sections 2, 2000 3 and (y) the second anniversary of the date of termination, 4; (ii) if actual damages; (iii) attorney’s fees in trial and appellate courts; and (iv) costs and expenses of investigation and litigation, including expert fees and other costs and expenses. Nothing in this Agreement shall be construed as prohibiting the Company from pursuing any other legal or equity remedies available for breach or threatened breach to the provisions of Sections 2, 3 and 4, which may otherwise be available. Xxxxxxx expressly acknowledges that the restrictive covenants set forth in Sections 2, 3 and 4 apply to any successor or permitted assign of the Company, Buyer and BRS as direct third-party beneficiary and that such restrictive covenants are expressly intended for the benefit of such successor and assign. (f) Except for the Company’s compliance with Section 4(g), each of Xxxxxxx and the Company agrees that the covenants made in Section 4(a) and 4(b) shall be construed as an agreement independent of any other provision of this Agreement and shall survive any order of a court of competent jurisdiction terminating any other provision of this Agreement. (g) The Company shall pay Xxxxxxx, in consideration of the covenants made by Xxxxxxx in Sections 2, 3 and 4, and in addition to any other consideration under the Stock Purchase Agreement and his salary under the Employment Period ends on November 1Agreement, 2001 as independent and not less than 30 days prior to such date either special consideration, $2,000,000 per annum (payable in accordance with the Company’s payroll practices, but at least monthly, and in accordance with the terms and conditions of the Employment Agreement) for so long as Xxxxxxx is employed as the President and Chief Executive Officer by the Company or Sleepmaster offers serves as a member of the Executive board of directors of Buyer, Holdings or the Company and, if Xxxxxxx’x employment on terms substantially similar to the terms set forth herein and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 or (iii) if the Employment Period is terminated by the Company for without Cause or by the voluntary resignation Xxxxxxx within 90 days of the Executive without a Good Reason Event, for a period of twelve months thereafter, if such employment is terminated prior to the eighteen month anniversary of the date hereof, or six months thereafter, if such employment is so terminated on or after the eighteen month anniversary of the date hereof; provided, that if following such termination Xxxxxxx continues to serve as a member of the board of directors of Buyer, Holdings or the Company, Xxxxxxx shall receive such payment for the longer of (i) the twelve month or six month period, as applicable, and (ii) the period during which he serves as a member of eighteen (18the board of directors of Buyer, Holdings or the Company. Xxxxxxx agrees that he shall be entitled to the payments following the termination of his employment provided for in this Section 4(g) months following if and only if he has not breached, as of the date of terminationtermination of the Employment Period, (A) the provisions of Sections 2, 3 and 4(b)(ii) in any material respect, and (B) Section 4 (other than Section 4(b)(ii)), and does not breach such provisions at any time during the period for which such payments are to be made; provided, that with respect to any breach of Section 3, Xxxxxxx shall be given the opportunity to cure such breach within 30 days; provided further, that the Company’s obligation to make the payments following the termination of his employment provided for in Section 4(g) will terminate upon Xxxxxxx breaching during such severance period (A) the provisions of Sections 2, 3 and 4(b)(ii) in any material respect, or (B) Section 4 (other than Section 4(b)(ii)); provided, that with respect to any breach of Section 3, Xxxxxxx shall be given the opportunity to cure such breach within 30 days. (h) Notwithstanding anything to the contrary set forth in this Agreement, in the event the Company (A) (i) defaults in the performance of its obligations under that certain Ground Lease dated July 15, 1999 between the Company and I-4 Land Holding Limited Company (the “Landlord”), as amended as of the date hereof (the “Ground Lease”), (ii) the Landlord takes possession of the “Land” as defined in the Ground Lease, and (iii) the Company ceases operations, then the provisions of Sections 2, 3 and 4 shall be null and void and Xxxxxxx shall not be restricted in any manner whatsoever with respect to such sections, or (B) (i) defaults in the performance of its obligations under the Ground Lease, (ii) the Landlord takes possession of the Land, and (iii) continues to operate at another location, then the Landlord may lease the Land to any Person, including a competitor to the Company.

Noncompete, Nonsolicitation. The 2.1 In further consideration of the benefits to Executive hereunder and as a condition of his continued employment with the Company, Executive acknowledges that in during the course of his employment with the Company and its Subsidiaries he has become familiar(as defined below), and he will become familiar, familiar with the Company's ’s and its Subsidiaries' ’ trade secrets and with other Confidential Information (as defined below) concerning the Company and its Subsidiaries and that his services have been and will shall continue to be of special, unique unique, and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the time he is employed by his employment with the Company and its Subsidiaries and during any applicable Post-Termination Period for twelve months thereafter (the "“Noncompete Period"”), he shall not directly or indirectly own, operateown any interest in, manage, control, participate in, consult with, advise, provide render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business (including by himself or within the United States that is engaging in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries Subsidiaries, as such businesses exist or are in process on at any time during his employment with the Company or, as of the date of the termination of the Executive's such employment, within any geographical area in which are contemplated to exist during the Company or any twelve-month period following the date of its Subsidiaries engages or plans to engage in such businessestermination of employment (the “Restricted Business”). Nothing herein shall prohibit the Executive from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which that is publicly traded, so long as the Executive has no active participation in the business of such corporation. For purposes of this Section 5, "Post-Termination Period" means, as applicable: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) ; or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary of the date of termination, (ii) if becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Employment Period ends on November 1, 2001 and not less than 30 days prior Restricted Business (provided that Executive’s services are provided only to such date either the Company division or Sleepmaster offers the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 Subsidiary); or (iii) if accepting employment with any federal or state government or governmental subdivision or agency. 2.2 During the Employment Period is terminated by Noncompete Period, Executive shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of the Company for Cause or by any Subsidiary to leave the voluntary resignation employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof; (ii) hire any Person who was an employee of the Company or any Subsidiary at any time during the twelve-month period immediately prior to the termination of his employment with the Company; or (iii) induce or attempt to induce any member, provider, payor or other business relation of the Company or any Subsidiary to cease or materially reduce doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its Subsidiaries). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive without from employing an individual (i) with the consent of the Company or (ii) who responded to general solicitations in publications or on websites, or through the use of search firms, so long as such general solicitations or search firm activities are not targeted specifically at an employee of the Company or any of its Subsidiaries. In addition, nothing in this Agreement will prohibit the making of any truthful statements made by any Person in response to a Good Reason Eventlawful subpoena or legal proceeding or to enforce such Person’s rights under this Agreement, or any other agreement between Executive, the period of eighteen (18) months following the date of terminationCompany, and its Subsidiaries.

Noncompete, Nonsolicitation. The Executive acknowledges (i) Mannxxx xxxnowledges that in the course of his employment relationship with the Company and its Subsidiaries Companies, he has become familiar, and he will become familiar, familiar with the Company's and its Subsidiariessuch Companies' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its SubsidiariesCompanies. Therefore, in consideration of the Executive agrees payments being made to Mannxxx xxxsuant to the terms of this Agreement and the Sport Socks Ireland Agreement, Mannxxx xxxees that, during the time he is employed by five-year period following the Company and its Subsidiaries and during any applicable Post-Termination Period Closing Date (the "Noncompete Period"), he shall not directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit his name to be used by, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate corporation or other business organization or through any other entity) in competition with, or potential competition with, the businesses which either of the Company or its Subsidiaries Companies engages, as such businesses exist business exists or are is in process on the date of the termination of the Executive's employmenthereof, within any geographical area in which the any Company or any of its Subsidiaries engages or plans to engage in such businessesbusiness as of the date hereof. Nothing herein shall prohibit the Executive from Mannxxx xxxm being a passive owner of not more than 25% of the outstanding stock of a any corporation which is publicly traded, and which is a direct competitor of either of the Companies, so long as the Executive has Mannxxx xxx no active participation in the business of such corporation. For purposes of this Section 5. (ii) During the Noncompete Period, "Post-Termination Period" means, as applicable: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) Mannxxx xxxll not directly or 2(d)(i)(D)(1), then for the period indirectly through the later of another entity (x) January 2induce or attempt to induce any employee of either of the Companies to leave the employ of such Company, 2000 or in any way interfere with the relationship between such Company and any employee thereof, including without limitation, inducing or attempting to induce any union, employee or group of employees to interfere with the business or operations of either Company, (y) hire any person who was an employee of either Company at any time during Mannxxx'x xxxloyment period or (z) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of either Company or the Purchaser to cease doing business with such Company or the Purchaser, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and such Company or the Purchaser. (iii) Mannxxx xxxees and acknowledges that (x) the covenants set forth in this Section 5C are reasonable in geographical and temporal scope and in all other respects, (y) the second anniversary Purchaser would not have entered into this Agreement but for the covenants of Mannxxx xxxtained herein, and (z) the covenants contained herein have been made in order to induce the Purchaser to enter into this Agreement. (iv) If, at the time of enforcement of this Section 5C, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (v) Mannxxx xxxognizes and affirms that in the event of his breach of any provision of this Section 5C, money damages would be inadequate and the Purchaser and the Companies would have no adequate remedy at law. Accordingly, Mannxxx xxxees that in the event of a breach or a threatened breach by Mannxxx xx any of the date provisions of terminationthis Section 5C, (ii) if the Employment Period ends on November 1, 2001 Purchaser and not less than 30 days prior to such date either the Company against which such breach is made or Sleepmaster offers the Executive employment on terms substantially similar such threatened breach exists, in addition and supplementary to the terms set forth herein other rights and the Executive refuses such offerremedies existing in their favor, the period may apply to any court of eighteen (18) months (following the Employment Period) ending on May 1, 2003 law or (iii) if the Employment Period is terminated by the Company equity of competent jurisdiction for Cause specific performance and/or injunctive or by the voluntary resignation other relief in order to enforce or prevent any violations of the Executive provisions hereof (without posting a Good Reason Event, the period of eighteen (18) months following the date of terminationbond or other security).

Noncompete, Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with the Company's and its Subsidiaries' trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the time he Employment Period and (i) if the Employment Period terminates on February 4, 2002, --- then for a period of twelve (12) months thereafter, (ii) if the Employment Period is employed by terminated pursuant to Section 2(d)(i)(A), then for a period ending on the Company earlier of (x) February 4, 2002 and its Subsidiaries and during any applicable Post(y) the second anniversary of the date of termination, or (iii) if the Employment Period is terminated pursuant to Section 2(d)(i)(B), other than as a result of the Executive's death, then for a period of twenty-Termination Period four (24) months thereafter (the "Noncompete Period"), he shall not directly or indirectly own, ----------------- operate, lease, manage, control, participate in, consult with, advise, permit his name to be used by, provide services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) that manufactures any product or provides any services that may be used as substitute for the product, or service, of the Company, its Subsidiaries or any business in competition with, or potential competition with, with the businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination of the Executive's employmentEmployment Period, within any geographical area in which the Company or any of its Subsidiaries engages or plans to engage in such businessesbusinesses as of the date of termination of the Employment Period. Nothing herein shall prohibit the Executive from being a passive owner of not more than 25% of the outstanding stock of a corporation which is publicly traded, and which is a direct competitor of the Company or any of its Subsidiaries, so long as the Executive has no active participation in the business of such corporation. For purposes Anything herein to the contrary notwithstanding, the Noncompete Period and the noncompetition restrictions set forth herein shall immediately terminate and be of this no further force or effect, without notice or further act by any party hereto or any other person, upon the first to occur of (i) a default by the Company or Pen-Tab in the payment, following ten (10) Business Days of the date when due, of any amount payable to Executive under Section 52(d)(i)(A) above, "Postor (ii) the Company or Pen-Termination Tab shall be insolvent or shall become bankrupt. (b) During the Noncompete Period" means, as applicablethe Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any Subsidiary either to leave the employ of the Company or such Subsidiary, or to interfere with the business or operations of the Company or its Subsidiaries, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during or after the Executive's employment period other than in connection with a general hiring solicitation or advertisement which is not specifically targeted to employees of the Company or any Subsidiary, or (iii) induce or attempt to induce any customer, supplier, distributor, franchisee, licensee or other business relation of the Company or any Subsidiary to cease doing business with the Company or such Subsidiary. (c) The Executive agrees and acknowledges that: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 covenants set forth in this Section 6 are reasonable in geographical and (y) the second anniversary of the date of terminationtemporal scope and in all other respects, (ii) if the Employment Period ends on November 1, 2001 and not less than 30 days prior to such date either the Company or Sleepmaster offers would not have entered into this Agreement but for the covenants of the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offercontained herein, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 or (iii) if the Employment Period is terminated by covenants contained herein have been made in order to induce the Company to enter into this Agreement, and (iv) that CVC would not have entered into the Recapitalization Agreement but for Cause or by the voluntary resignation covenants of the Executive without contained herein. (d) If, at the time of enforcement of this Section 6, a Good Reason Eventcourt shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the period parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) The Executive recognizes and affirms that in the event of eighteen his breach of any provision of this Section 6, money damages would be inadequate and the Company would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Section 6, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (18) months following the date of terminationwithout posting a bond or other security).

Noncompete, Nonsolicitation. The Executive acknowledges that in In further consideration of the course of his benefits to you hereunder you agree that, during your employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with for eighteen months thereafter in the Company's and its Subsidiaries' trade secrets and with other Confidential Information and event that his services you are receiving severance benefits pursuant to Exhibit A or Exhibit B of this Agreement or have been and will be of specialterminated for Cause as defined by Paragraph 1.2, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during the time he is employed by the Company and its Subsidiaries and during any applicable Post-Termination Period (the "Noncompete Period"), he you shall not directly or indirectly own, operateown any interest in, manage, control, participate in, consult with, advise, provide render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in in, any business within the United States that is engaging in the multi-unit restaurant business that offers full service family or casual dining, including, but not limited to, Biglari Holdings, Inc. (including by himself Steak n Shake and Western Sizzlin), Xxx Xxxxx Farms, Xxxxxxx International (Chili’s, Maggiano’s, Xxxxxx’x Macaroni Grill), Xxxxxx Restaurants, Inc. (Red Lobster, Olive Garden, Longhorn Steakhouse, The Capital Grille, Bahama Breeze, Seasons 52), Denny’s, DineEquity, Inc. (IHOP, Applebee’s), First Watch, Huddle House, O’Charley’s, Xxxxxxx, Xxxx Tuesday, Shoney’s, and Waffle House, or in association any other businesses that are competitive with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, of the businesses of engaged in by the Company or its Subsidiaries during the last twelve months of your employment with the Company and its Subsidiaries or, as of the date of termination of such businesses employment, are contemplated to exist or are in process on during the eighteen-month period following the date of the termination of your employment (collectively, the Executive's employment, within any geographical area in which “Restricted Business”). You acknowledge that during the course of your employment with the Company or any and its Subsidiaries, as a result of your senior executive position within the Company, you have and will become familiar with the Company’s and its Subsidiaries’ business strategies, trade secrets, personnel and with other Confidential Information concerning the Company and its Subsidiaries engages or plans at the very highest level and that your services have been and shall continue to engage in such businessesbe of special, unique, and extraordinary value to the Company and its Subsidiaries. Nothing herein shall prohibit the Executive you from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which that is publicly traded, so long as the Executive has you have no active participation in the business of such corporation. For purposes of this Section 5, "Post-Termination Period" means, as applicable: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) ; or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary of the date of termination, (ii) if becoming employed, engaged, associated or otherwise participating with a separately managed division or subsidiary of a competitive business that does not engage in the Employment Period ends on November 1, 2001 and not less than 30 days prior Restricted Business (provided that your services are provided only to such date either the Company division or Sleepmaster offers the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 subsidiary); or (iii) if the Employment Period is terminated by the Company for Cause accepting employment with any federal or by the voluntary resignation of the Executive without a Good Reason Event, the period of eighteen (18) months following the date of terminationstate government or governmental subdivision or agency.

Noncompete, Nonsolicitation. The Executive acknowledges that in 5.1 In further consideration of the course benefits to Employee hereunder and as a condition of his or her continued employment with the Company and its Subsidiaries he Subsidiaries, Employee acknowledges that during the course of his or her employment with the Company and its Subsidiaries, Employee has become familiar, and he will become familiar, familiar with the Company's ’s and its Subsidiaries' ’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his Employee’s services have been and will shall continue to be of special, unique unique, and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive Employee agrees that, during the time he is employed by his or her employment with the Company and its Subsidiaries and during any applicable Post-Termination Period for twelve months thereafter (the "“Noncompete Period"”), he Employee shall not directly or indirectly own, operateown any interest in, manage, control, participate in, consult with, advise, provide render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business (including by himself or within the United States that is engaging in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, the businesses of the Company or its Subsidiaries Subsidiaries, as such businesses exist at any time during his or are in process on her employment with the Company and its Subsidiaries or, as of the date of the termination of the Executive's such employment, within any geographical area in which are contemplated to exist during the Company or any twelve-month period following the date of its Subsidiaries engages or plans to engage in such businessestermination of employment (the “Restricted Business”). Nothing herein shall prohibit the Executive Employee from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which that is publicly traded, so long as the Executive Employee has no active participation in the business of such corporation. For purposes of this Section 5, "Post-Termination Period" means, as applicable: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) ; or 2(d)(i)(D)(1), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary of the date of termination, (ii) if becoming employed, engaged, associated or otherwise participating with a separately managed division or subsidiary of a competitive business that does not engage in the Employment Period ends on November 1, 2001 and not less than 30 days prior Restricted Business (provided that Employee’s services are provided only to such date either the Company division or Sleepmaster offers the Executive employment on terms substantially similar to the terms set forth herein and the Executive refuses such offer, the period of eighteen (18) months (following the Employment Period) ending on May 1, 2003 subsidiary); or (iii) if accepting employment with any federal or state government or governmental subdivision or agency. 5.2 During the Employment Period is terminated by Noncompete Period, Employee shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of the Company for Cause or by any Subsidiary to leave the voluntary resignation employ of the Executive Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof; (ii) hire any Person who was an employee of the Company or any Subsidiary at any time during the twelve-month period immediately prior to the termination of his employment with the Company; or (iii) induce or attempt to induce any member, provider, payor or other business relation of the Company or any Subsidiary to cease or materially reduce doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its Subsidiaries). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Employee from employing an individual (i) with the consent of the Company or (ii) who responds to general solicitations in publications or on websites, or through the use of search firms, so long as such general solicitations or search firm activities are not targeted specifically at an employee of the Company or any of its Subsidiaries. In addition, nothing in this Agreement will prohibit the making of any truthful statements made by any Person in response to a Good Reason Eventlawful subpoena or legal proceeding or to enforce such Person’s rights under this Agreement, or any other agreement between Employee, the period of eighteen (18) months following the date of terminationCompany, and its Subsidiaries.

Noncompete, Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and he will become familiar, with the Company's ’s and its Subsidiaries' ’ trade secrets and with other Confidential Information and that his services have been and will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, the Executive agrees that, during from the time he is employed by date hereof until the second anniversary of the termination of the Executive’s employment with the Company and its Subsidiaries and during for any applicable Post-Termination Period reason, (the "“Noncompete Period"”), he shall not shall not directly or indirectly own, operate, manage, control, participate in, consult with, advise, provide render services for, or in any manner engage in any business (including by himself or in association with any person, firm, corporate or other business organization or through any other entity) in competition with, or potential competition with, competing with the businesses of the Company or its Subsidiaries in The United States of America, Canada or The United States of Mexico (the “Territory”) as such businesses exist or are in process on the date of the termination of the Executive's employment, within any geographical area in which ’s employment with the Company or any of its Subsidiaries engages or plans to engage in such businessesCompany. Nothing herein shall prohibit the Executive from being a passive owner of not more than 25% of the outstanding stock of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) influence or attempt to influence any of the customers of the Company or its Subsidiaries to divert their business or patronage from the Company or its Subsidiaries to any other person or company engaged in a similar business, (ii) disclose to any person or entity the names, addresses, or requirements of, or other confidential information or trade secrets relating to any customers of the Company or its Subsidiaries, the prices charged to such customers or the practices used in servicing such customers (other than in the course of the Executive’s employment and consistent with his duties as the Chief Operating Officer), (iii) make any statement or do any act intended to cause existing or potential customers of the Company or its Subsidiaries to make use of the services or purchase the products of any competitive business, (iv) hire or attempt to hire any person who was employed by the Company or its Subsidiaries for any type of employment one hundred eighty days prior to the date of Termination, (v) induce or attempt to induce any employee of the Company or its Subsidiaries to leave his or her employ or in any way interfere with the relationship between the Company or its Subsidiaries and any of their employees, or (vi) in any way interfere with relationship between the Company or any of its Subsidiaries with any of their suppliers. (c) The parties hereto acknowledge and agree that the Company will suffer irreparable harm from a breach by the Executive of any of the covenants or agreements contained in Sections 4, 5 and 6. For purposes The Executive further acknowledges that the restrictive covenants set forth in Sections 4, 5 and 6 are of a special, unique, unusual and extraordinary character, the loss of which cannot be adequately compensated by damages. The Executive agrees that the periods of restriction and geographic area of restriction imposed by the provisions of Sections 4, 5 and 6 are fair and reasonable and are reasonably required for the protection of the Company in whose favor such restrictions operate. The Company acknowledges that, but for the Executive’s agreements to be bound the restrictive covenants set forth in Sections 4, 5 and 6, the Company would not have entered into this Section 5Agreement. The restrictive covenants set forth herein supersede any restrictive covenants with respect to the subject matters addressed by the restrictive covenants set forth in Sections 4, "Post-Termination Period" means5 and 6 set forth in any current agreement between the Executive and the Company. The Executive agrees that the Company has a legitimate business interest to protect justifying the restrictive covenants set forth in Sections 4, as applicable5 and 6. Such legitimate business interests include: (i) if the Executive is entitled to receive payments pursuant to Sections 2(d)(i)(A)(1) or 2(d)(i)(D)(1trade secrets, as defined in Florida Statute 688.002(4), then for the period through the later of (x) January 2, 2000 and (y) the second anniversary of the date of termination, (ii) if valuable confidential business information that does not otherwise qualify as a trade secret, (iii) substantial relationships with prospective or existing customers, and (iv) customer goodwill. In the Employment Period ends on November 1event of an alleged or threatened breach by the Executive of any of the provisions of Sections 4, 2001 5 and not less than 30 days prior to such date either 6, the Company or Sleepmaster offers its successor or assign may, in addition to all other rights and remedies existing in its or their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other equitable relief (without posting a bond or other security) in order to enforce or prevent any violations of the provisions hereof (including, without limitation, the extension of the Noncompete Period by a period equal to the duration of the violation of Sections 4, 5 and 6). In the event of an alleged breach or violation by the Executive employment on terms substantially similar of any of the provisions of Sections 4, 5 and 6, the Noncompete Period shall be tolled until such alleged breach or violation is resolved. (d) The Executive and the Company intends that the covenants of Section 6(a) shall be deemed to be a series of separate covenants, one for each month of the Noncompete Period. Additionally, the Executive and the Company intend that the covenants of Section 6(a) shall be deemed to be a series of separate covenants, are for each county or province of each and every state, territory or jurisdiction within the Territory and one for each month of the Noncompete Period. If, at the time enforcement is sought of any of the provisions of Sections 4, 5, and 6, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. (e) The existence of any claims or cause of action of the Executive against the Company, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the terms enforcement by the Company of the restrictive covenants set forth herein in Sections 4, 5, and 6. The refusal or failure of the Company to enforce any of the restrictive covenants set forth in Sections 4, 5, and 6 against the Executive, for any reason, shall not constitute an act of precedent or a defense to the enforcement by the Company of the restrictive covenants set forth herein, nor shall it give rise to any claim or cause of action by the Executive refuses such offeragainst the Company. If any action should have to be brought by the Company against the Executive to enforce the provisions of Sections 4, 5, and 6, the period Executive recognizes, acknowledges and agrees that the Company is entitled to all of eighteen the civil remedies provided Sections 542.335, 688.003, and 812.035, Florida Statutes, including without limitation (18i) months preliminary and permanent injunctive relief restraining the Executive from unauthorized disclosure or use of any trade secret or confidential information, in whole or in part, or otherwise violating any of the restrictive covenants set forth in Sections 4, 5, and 6, (following the Employment Periodii) ending on May 1actual damages, 2003 or (iii) if the Employment Period is terminated by attorney’s fees in trial and appellate courts, and (iv) costs and expenses of investigation and litigation, including expert fees and other costs and expenses. Nothing in this Agreement shall be construed as prohibiting the Company from pursuing any other legal or equity remedies available for Cause breach or by threatened breach to the voluntary resignation provisions of Sections 4, 5, and 6, which may otherwise be available. The Executive expressly acknowledges that the restrictive covenants set forth in Sections 4, 5, and 6 apply to any successor or permitted assign of the Company as direct third-party beneficiary and that such restrictive covenants are expressly intended for the benefit of such successor and assign. (f) Each of the Executive without and the Company agrees that the covenants made in Sections 6(a) and 6(b) shall be construed as an agreement independent of any other provision of this Agreement and shall survive any order of a Good Reason Event, the period court of eighteen (18) months following the date competent jurisdiction terminating any other provision of terminationthis Agreement.