Common use of Noncompete Clause in Contracts

Noncompete. Executive covenants and agrees with the Company that, during the Employment Period and during the period of time following termination equal to the lesser of one (1) year) or any period of time during which Executive is being paid any severance or other benefits following termination of employment hereunder, he will not, directly or indirectly, own, manage, operate, control, provide services to, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which develops, manufactures, distributes or sells the same type of products as the Company, or products which are the functional equivalent of the Company’s products or currently planned products, within and to the same market as the Company’s market at the time of Executive’s proposed activity or, after the termination of this Agreement, at or prior to the time of such termination. Executive certifies that his employment with the Company will not breach a previous employment agreement. Executive agrees not to engage in the unauthorized use of the proprietary assets of others during the term of his employment by the Company. Executive agrees not to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Executive’s employment by the Company without the prior written approval of the Chairman of the Board. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Therefore, the parties agree that upon any breach of the covenants of this section the Company may obtain from the district court for the City of Broomfield, Broomfield County, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach, including the recovery of damages, costs, and attorney fees. The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court of competent jurisdiction may define the maximum territory and actions subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceable. Notwithstanding the foregoing, in the event of a Change of Control, as hereinafter defined, not recommended by a majority of the Board of Directors of the Company as constituted prior to the date of such Change of Control, this non-compete agreement shall terminate upon the date of such Change of Control. Notwithstanding any other provision of this Agreement, in the event that Executive is found to have violated the non-compete provisions of this Section IX by a court of competent jurisdiction or by the arbitrator provided for in Section XVI below, all severance amounts due and owing under this Agreement shall be terminated upon the effective date of the breach and Executive shall reimburse the Company for any portion of the severance amounts previously paid to Executive for periods following the effective date of such breach.

Noncompete. Executive acknowledges and agrees with the Company that (i) in the course of Executive’s employment with the Company Executive shall become familiar with the trade secrets of the Company and with other Confidential Information concerning the Company, (ii) Executive’s services to the Company are unique in nature and of an extraordinary value to the Company, and (iii) the Company could be irreparably damaged if Executive were to provide similar services to any person or entity competing with any of the Company or engaged in a similar business. In consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive covenants and agrees with the Company that, during the Employment Period and that during the period beginning on the date hereof and ending on the first anniversary of time following termination equal to the lesser date of one (1) year) or any period of time during which Executive is being paid any severance or other benefits following the termination of Executive’s employment hereunderwith the Company (the “Noncompete Period”), he will Executive shall not, directly or indirectly, own, manage, operate, control, provide services to, be employed byeither for himself or for or through any other Person, participate in any business or enterprise conducting business in any Covered MSA which provides or proposes to provide local, long distance, internet access, or other data, voice or internet services of the type the Company provides or proposes to provide as evidenced by a business plan which has been approved by or submitted to the Board, which in the case of a submitted business plan, has not been rejected by the Board; provided that after such termination of employment, nothing herein shall prohibit Executive (1) from engaging in any activity in which he or she did not engage on behalf of the Company prior to such termination of employment or (2) from entering into any employment in, or be connected with an employer that conducts business in, any Covered MSA if Executive has not performed any services on behalf of the Company in such Covered MSA. Without limiting the generality of the foregoing, Executive agrees that, during the Noncompete Period, Executive shall not compete against the Company by soliciting any customer or prospective customer of the Company in any manner Covered MSA with the ownership, management, operation, or control of whom Executive had any business which develops, manufactures, distributes dealings or sells the same type of products as the Company, or products which are the functional equivalent contracts on behalf of the Company’s products or currently planned products, within and Company during the two years prior to the same market as the Company’s market at the time such termination of Executive’s proposed activity oremployment. Executive agrees that this covenant is reasonable with respect to its duration, after the termination geographical area and scope. For purposes of this Agreement, at (i) the term “participate in” includes having any direct or prior indirect interest in any Person, whether as a sole proprietor, owner, stockholder, partner, joint venture, creditor or otherwise, or rendering any direct or indirect service or assistance to any Person (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise), other than owning up to 5% of the time outstanding stock of such termination. Executive certifies any class that his employment with is publicly traded, (ii) the term “MSA” means metropolitan statistical area and (iii) the term “Covered MSA” means the MSAs set forth on Schedule I attached hereto (it being understood that the Company will not breach a previous employment agreement. Executive agrees not to engage has been formed for the purpose of carrying on business in the unauthorized use all of the proprietary assets of others during Covered MSAs). If the term of his employment Noncompete Period described in this paragraph is modified by the Company. Executive agrees not to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Executive’s employment by election under paragraph 2(a)(ii), above, the Company without the prior written approval definition of the Chairman of the Board. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Therefore, the parties agree that upon any breach of the covenants of this section the Company may obtain from the district court for the City of Broomfield, Broomfield County, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein Noncompete Period set forth in paragraph 2(a)(ii) shall be construed as prohibiting the Company from pursuing any other available remedies for such breach, including the recovery of damages, costs, and attorney fees. The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court of competent jurisdiction may define the maximum territory and actions subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceable. Notwithstanding the foregoing, in the event of a Change of Control, as hereinafter defined, not recommended by a majority of the Board of Directors of the Company as constituted prior to the date of such Change of Control, this non-compete agreement shall terminate upon the date of such Change of Control. Notwithstanding any other provision of this Agreement, in the event that Executive is found to have violated the non-compete provisions of this Section IX by a court of competent jurisdiction or by the arbitrator provided for in Section XVI below, all severance amounts due and owing under this Agreement shall be terminated upon the effective date of the breach and Executive shall reimburse the Company for any portion of the severance amounts previously paid to Executive for periods following the effective date of such breachcontrol.

Noncompete. Executive covenants and Employee agrees with the Company that, during : (a) During the Employment Period and during and, in the period of time following termination equal to event (i) the lesser of Company terminates Employee’s employment, for Cause, or (ii) Employee terminates his employment without Good Reason, for a one (1) year) or any year period of time during which Executive is being paid any severance or other benefits following termination of employment hereunderthereafter, he will Employee shall not, directly or indirectly, ownwithin the continental United States, manage, operate, control, provide services to, be employed by, participate engage in, or be connected own, invest in, manage or control any venture or enterprise primarily engaged in any manner office-service, flex, or office property development, acquisition or management activities without regard to whether or not such activities compete with the ownership, management, operation, or control Company. Nothing herein shall prohibit Employee from being a passive owner of not more than five percent (5%) of the outstanding stock of any class of securities of a corporation or other entity engaged in such business which developsis publicly traded, manufacturesso long as he has no active participation in the business of such corporation or other entity. Moreover, distributes the foregoing limitations shall not be deemed to restrict or sells otherwise limit Employee from conducting real estate development, acquisition or management activities, provided that during the same type Employment Period the performance of products as such activities does not prevent Employee from devoting substantially all of his business time to the Company. (b) If, or products which are the functional equivalent of the Company’s products or currently planned products, within and to the same market as the Company’s market at the time of Executive’s proposed activity or, after the termination enforcement of this AgreementParagraph 13, at a court shall hold that the duration, scope, area or prior to the time of such termination. Executive certifies that his employment with the Company will not breach a previous employment agreement. Executive agrees not to engage in the unauthorized use of the proprietary assets of others during the term of his employment by the Company. Executive agrees not to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Executive’s employment by the Company without the prior written approval of the Chairman of the Board. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Thereforerestrictions stated herein are unreasonable, the parties agree that upon any breach of the covenants of this section the Company reasonable maximum duration, scope, area or other restrictions may obtain from the district be substituted by such court for the City of Broomfieldstated duration, Broomfield Countyscope, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction area or other form of equitable relief with respect thereto. Nothing contained herein restrictions and upon substitution by such court, this Agreement shall be construed as prohibiting automatically modified without further action by the parties hereto. (c) For purposes of this Paragraph 13, the Company from pursuing shall be deemed to include any other available remedies for such breachentity which is controlled, including directly or indirectly, by the recovery Company or MCRC and any entity of damages, costs, and attorney fees. The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court of competent jurisdiction may define the maximum territory and actions subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceable. Notwithstanding the foregoing, in the event of a Change of Control, as hereinafter defined, not recommended by a majority of the Board of Directors of economic interest is owned, directly or indirectly, by the Company as constituted prior or MCRC. (d) It is understood and agreed that Employee has joined in the Membership Interest Agreement for certain limited purposes which contains different provisions relating to the date of such Change of Control, this non-compete agreement competition and related matters, than those in this Paragraph 13. It is further understood and agreed that the provisions of that Membership Interest Agreement are cumulative to those contained herein such that they shall terminate upon apply if, as, and when those contained herein do not, and the date of such Change of Control. Notwithstanding any other provision of this Agreement, in the event that Executive is found to have violated the non-compete provisions of this Section IX by a court Paragraph 13 shall apply if, as, and when the provisions of competent jurisdiction or by the arbitrator provided for in Section XVI below, all severance amounts due and owing under Membership Interest Agreement do not. In the event of any inconsistencies between this Agreement shall be terminated upon and the effective date Membership Interest Agreement, the provisions of the breach and Executive Membership Interest Agreement shall reimburse the Company for any portion of the severance amounts previously paid to Executive for periods following the effective date of such breachcontrol.

Noncompete. Executive covenants During the term of this Agreement and agrees with the Company that, during the Employment Period and during the for a period of time following termination equal to one year after termination, the lesser of one (1) year) or any period of time during which Executive is being paid any severance or other benefits following termination of employment hereunder, he Employee will not, directly or indirectly, own, manage, operate, control, provide services to, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which develops, manufactures, distributes is similar to the type of business conducted by the Company and which conducts such business or sells the same type of its products as the Company, or products which are the functional equivalent of the Company’s products or currently planned products, within and to the same market as the Company’s 's market at the time of Executive’s proposed activity or, after the termination or expiration of this Agreement, at or prior to the time of such termination. Executive Employee certifies that his employment with the Company will not breach a previous employment agreement. Executive Employee agrees not to engage in the unauthorized use of the proprietary assets of others during the term of his employment by the Company. Executive Employee agrees not to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Executive’s Employee's employment by the Company without the prior written approval of the Chairman of the BoardCompany. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Therefore, the parties agree that upon any breach or threatened breach of the covenants of any covenant in this section that the Company may obtain from the district court for the City and County of Broomfield, Broomfield CountyDenver, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages, costs, and attorney fees. The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court of competent jurisdiction may define the maximum territory and actions action subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceable. Notwithstanding the foregoing, in the event of a Change of ControlCHANGE OF CONTROL, as hereinafter defined, not recommended by a majority of the Board of Directors of the Company as constituted prior to the date of such Change of ControlCHANGE OF CONTROL Date, this non-compete noncompete agreement shall terminate upon the date of such Change of Control. Notwithstanding any other provision of this Agreement, in the event that Executive is found to have violated the non-compete provisions of this Section IX by a court of competent jurisdiction or by the arbitrator provided for in Section XVI below, all severance amounts due and owing under this Agreement shall be terminated upon the effective date of the breach and Executive shall reimburse the Company for any portion of the severance amounts previously paid to Executive for periods following the effective date of such breachCHANGE OF CONTROL date.

Noncompete. Executive covenants and The Employee agrees with that for a period of twelve months after employment has been terminated for any reason other than by the Company thatwithout Cause, during the Employment Period and during the period of time following termination equal to the lesser of one (1) year) Employee will not solicit for sale or sell products or services which compete with any period of time during which Executive is being paid any severance or other benefits following termination of employment hereunder, he will not, directly or indirectly, own, manage, operate, control, provide services to, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which develops, manufactures, distributes or sells the same type of products as the Company, or products which are the functional equivalent of the Company’s products or currently planned productsservices to those persons, within companies, firms or corporations who were or are customers of the Company and with whom the Employee had personal contact during and as a result of employment with the Company. The Employee agrees not to solicit or sell to such customers on behalf of the same market as Employee or on behalf of any other person, firm, company or corporation. Moreover, during said twelve month period, the Employee shall neither induce nor encourage any employee employed by the Company to leave the Company’s market at employment. The Employee also agrees that during said twelve month period, the time Employee will not interfere with the Company’s contractual or business relationships with its suppliers or vendors. The Employee acknowledges that a violation of Executivethe Employee’s proposed activity orcovenants above may result in irreparable and continuing harm to the Company. If the Employee violates any of these covenants, after the termination Company will be entitled to seek from any court of competent jurisdiction (in addition to other remedies) injunctive relief to restrain any further violations by Employee and by any persons acting for or on Employee’s behalf. In the event the Company is required to seek enforcement of any of the provisions of this agreement, the Company will be entitled to recover from the Employee reasonable attorney's fees plus costs and expenses. Notwithstanding any other provisions of this Agreement, at or prior if the Employee violates any of the provisions of this Paragraph 7, the Employee shall forfeit any Restricted Shares that have not vested as of the date of such violation; such forfeiture shall not affect any other remedy available to the time Company hereunder. The Employee recognizes that the limitations in this Agreement are reasonable and necessary to protect the legitimate business interests of such termination. Executive certifies that his employment with the Company will not breach a previous employment agreement. Executive agrees not to engage in the unauthorized use of the proprietary assets of others during the term of his employment by the Company. Executive agrees not to enter into In the event that any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Executive’s employment by the Company without the prior written approval of the Chairman of the Board. It is agreed that foregoing non-competition covenants are held to be unenforceable by any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Therefore, the parties agree that upon any breach of the covenants of this section the Company may obtain from the district court for the City of Broomfield, Broomfield County, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein shall the Employee agrees and understands that such covenants may be construed as prohibiting modified to impose limitations on the Company from pursuing any other available remedies for such breach, including the recovery of damages, costs, and attorney fees. The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court of competent jurisdiction may define the maximum territory and actions subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceable. Notwithstanding the foregoing, in the event of a Change of Control, as hereinafter defined, not recommended by a majority of the Board of Directors of the Company as constituted prior to the date of such Change of Control, this non-compete agreement shall terminate upon the date of such Change of Control. Notwithstanding any other provision of this Agreement, in the event Employee’s activities no greater than that Executive is found to have violated the non-compete provisions of this Section IX by a court of competent jurisdiction or by the arbitrator provided for in Section XVI below, all severance amounts due and owing allowable under this Agreement shall be terminated upon the effective date of the breach and Executive shall reimburse the Company for any portion of the severance amounts previously paid to Executive for periods following the effective date of such breachapplicable law.

Noncompete. Executive covenants During the term of this Agreement and agrees with the Company that, during the Employment Period and during the for a period of time following termination equal to one year after termination, the lesser of one (1) year) or any period of time during which Executive is being paid any severance or other benefits following termination of employment hereunder, he Employee will not, directly or indirectly, own, manage, operate, control, provide services to, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which develops, manufactures, distributes is similar to the type of business conducted by the Company and which conducts such business or sells the same type of its products as the Company, or products which are the functional equivalent of the Company’s products or currently planned products, within and to the same market as the Company’s 's market at the time of Executive’s proposed activity or, after the termination or expiration of this Agreement, at or prior to the time of such termination. Executive Employee certifies that his employment with the Company will not breach a previous employment agreement. Executive Employee agrees not to engage in the unauthorized use of the proprietary assets of others during the term of his employment by the Company. Executive Employee agrees not to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Executive’s Employee's employment by the Company without the prior written approval of the Chairman of the BoardCompany. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Therefore, the parties agree that upon any breach or threatened breach of the covenants of any covenant in this section that the Company may obtain from the district court for the City and County of Broomfield, Broomfield CountyDenver, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages, costs, and attorney fees. The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court of competent jurisdiction may define the maximum territory and actions action subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceable. Notwithstanding the foregoing, in the event of a Change of Control, as hereinafter defined, not recommended by a majority of the Board of Directors of the Company as constituted prior to the date of such Change of ControlControl Date, this non-compete noncompete agreement shall terminate upon the date of such Change of Control. Notwithstanding any other provision of this Agreement, in the event that Executive is found to have violated the non-compete provisions of this Section IX by a court of competent jurisdiction or by the arbitrator provided for in Section XVI below, all severance amounts due and owing under this Agreement shall be terminated upon the effective date of the breach and Executive shall reimburse the Company for any portion of the severance amounts previously paid to Executive for periods following the effective date of such breachControl Date.