Common use of Noncompetition and Confidentiality Clause in Contracts

Noncompetition and Confidentiality. (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “Confidential Information”). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “Competing Business” shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the landfills or similar facilities of the Company, Guarantor or any affiliate thereof. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. In consideration for providing the severance pay in Sec.8 , the Executive agrees as follows: (a) The parties recognize that Executive shall not at any time, either during the term of his employment of Executive with the Company has been or after the termination of such employment for whatever reason, (i) Disclose to anyone (except to the extent necessary as a benefit to the Company in the performance of his duties and will continue with prior written authorization by the Company) any trade secrets or confidential information, or (ii) Solicit or seek to be specialemploy any employee of the Company to leave the employ of such Company, unique or (iii) Solicit, recruit, or otherwise attempt to persuade the members or providers of the Company to leave such Company and do business with competing organizations. For purposes of (ii) and (iii) of this subsection, publication of an extraordinary characteradvertisement or notice in a publication of general solicitation shall not constitute solicitation or recruitment. (b) During the term of such employment, whatever it may be, and in connection with for a period of two years following termination of such employment under Sec.9(b) or for a period of six months following a termination of employment under Sec.9(c) (the "Non-Competition Period"), the Executive has and agrees that he shall not, directly or indirectly, on his own behalf, or as a member of any partnership, or as an officer, director, shareholder, agent, consultant, or employee of any other corporation or entity, compete with the Company or be engaged in, loan money or credit to, own any interest in, be employed by or otherwise participate in any other business which competes with the Company in (i) Ohio or (ii) any other geographic location (A) where the Company conducted business during the term of the Executive's employment by the Company or (B) where the Company, with the Executive's knowledge, had taken documented steps toward expanding into during the term of the Executive's employment by the Company. The foregoing shall not be construed to prohibit the Executive from owning, directly or indirectly, less than 5% of the securities of any class of any company listed on a national securities exchange or traded in the over-the-counter securities market which is not in direct competition with the Company. (i) If the Executive's employment with the company ceases under Section 9(a) or Section 9(d), then the Executive agrees that, for a period of two years following the leaving of the Company, he will continue to acquire special skill and trainingnot solicit any customer of the Company or any employee of the Company. The parties also recognize agree that the covenants of Executive contained in will sign the Company's normal non-solicitation agreement. (c) The Executive understands that this Section 9 are section is an essential part element of Executive’s engagement by the Company this agreement and that, but for the agreement of the Executive to comply with such covenants, that the Company would not have entered into this Agreementagreement without this section being included in it. The Executive accordingly agrees that, during has consulted with his legal counsel and has been fully advised concerning the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date reasonableness and propriety of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged section in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant specific context of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets operations and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “Confidential Information”). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “Competing Business” shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the landfills or similar facilities of the Company, Guarantor or any affiliate thereof. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Executive acknowledges that this section is reasonable and appropriate in all respects. In the event of any violation or attempted violation of this section, the Executive specifically acknowledges and agrees that the Company's remedy at law will be inadequate, that the Company, its business and business relationships will suffer irreparable injury and, therefore, the Company shall be entitled to injunctive relief upon such breach in addition to any other remedy to which it may be entitled, either in law or in equity, without the necessity of proof of actual damage. (d) As used in this agreement, the terms "trade secrets" and "confidential information" shall mean any information acquired by the Executive in the course of his employment which is not generally known to the public and which, if revealed to unauthorized persons, would be detrimental to the reputation or business interests of the Company and includes, but is not limited to, any information relating to the Executive agree that said covenants are reasonable for that purpose Company's and that such covenants do not its affiliates and will not preclude Executive from engaging in activities sufficient for subsidiaries' business operations and structure, sales methods, practices and techniques, technical know-how, advertising, or marketing methods and practices, its provider relationship and membership lists (including customer names and addresses), and the purpose of earning a livingCompany's and its affiliates or subsidiaries' relationships with suppliers, providers, and potential providers, Executives, members and potential members or other persons or entities doing business with the Company.

Noncompetition and Confidentiality. (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s 's engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “"Confidential Information”"). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s 's business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s 's possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “"Competing Business” " shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the landfills or similar facilities of the Company, Guarantor or any affiliate thereof. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. (a) The parties recognize that the employment of Executive Except with the Company has been and will continue to be special, unique and prior written consent of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that HEC duly authorized by its Board of Directors after the covenants date of Executive contained in this Section 9 are an essential part a Change of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees thatControl, during the Termperiod commencing on the date of this Agreement and ending on the date that is 12 months after the date of Executive's termination of employment with HEC or an affiliate (the "Restricted Period"), Executive agrees not to compete with HEC or its affiliates for any acquisition, prospect or project that HEC, at any time during the three-year period prior to Executive's termination, was pursuing (other than any acquisition, prospect or project pertaining to properties sold by HEC during the three-year period prior to the date hereof), as evidenced by (i) HEC's or an affiliate's expenditure of funds, (ii) a recommendation by HEC's or an affiliate's personnel for an expenditure of funds (other than nominal administrative expenditures), or (iii) inclusion or proposal for inclusion in HEC's or an affiliate's capital expenditure budget, and Executive shall not act or servehold in strict confidence and shall not, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee disclose or advisor or in reveal to any other position or capacity with or forperson, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with use for his own personal benefit or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take awayanyone else, any officertrade secrets, employee confidential dealings, or consultant of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other proprietary information of a similar nature any kind, nature, or description (such categories of information being referred to herein as “Confidential Information”). whether or not acquired, learned, obtained, or developed by Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s business alone or in response conjunction with others) belonging to a court orderor concerning HEC or any of its affiliates, unless such use or disclosure has except (i) with the prior written authorization consent of HEC duly authorized by its Board of Directors after the Company. Executive shall deliver date of a Change of Control, (ii) for information (x) that becomes generally available to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and public other documents and all copies thereof, whether in hard copy form than as a result of unauthorized disclosure by Executive or electronically his affiliates or magnetically stored, made, composed(y) that becomes available to Executive on a nonconfidential basis from a source other than HEC or its affiliates who is not bound by a duty of confidentiality, or received other contractual, legal, or fiduciary obligation, to HEC, or (iii) as required by applicable law or legal process. HEC agrees that after the date of Executive's termination of employment with HEC or an affiliate, solely Executive may engage directly or jointly with others, that are indirectly in the oil and gas business and may apply Executive’s possession's knowledge, custody or control experience and that are related in any manner opinions to the past, present or anticipated business of the Companythose activities. (c) For the purposes of this Section 9, “Competing Business” shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the landfills or similar facilities of the Company, Guarantor or any affiliate thereof. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s 's engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-non hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “"Confidential Information”"). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s 's business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, thereof whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s 's possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “"Competing Business” " shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-non hazardous solid waste landfills, non-non hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the Company's landfills or similar facilities of the Company, Guarantor or any affiliate thereoffacilities. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company Employer consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the CompanyEmployer, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s 's failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company Employer of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s 's engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-non hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists fists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “"Confidential Information”"). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s 's business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s 's possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “"Competing Business” " shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the Company's landfills or similar facilities of the Company, Guarantor or any affiliate thereoffacilities. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company Employer consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the CompanyEmployer, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s 's failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company Employer of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s 's engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists fists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “"Confidential Information”"). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s 's business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s 's possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “"Competing Business” " shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the Company's landfills or similar facilities of the Company, Guarantor or any affiliate thereoffacilities. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company Employer consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the CompanyEmployer, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s 's failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company Employer of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s 's engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists fists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “"Confidential Information”"). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s 's business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s 's possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “"Competing Business” " shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the Company's landfills or similar facilities of the Company, Guarantor or any affiliate thereoffacilities. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. From and after the Closing Date: (a) The parties recognize that Seller and the employment Equity Owners will refrain from, either alone or in conjunction with any other Person, or directly or indirectly through its present or future Affiliates, employees or consultants, for a period of Executive with three (3) years from the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, Closing Date: (i) Executive shall not act employing, engaging or serveseeking to employ or engage any Person who had been an Employee or employee of Purchaser or any of its Affiliates (with the exception of BB Magraws, directly or indirectly, Inc.) as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether of the date of this Agreement and as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below)the Closing Date; provided, however, that in no event shall this clause shall not prohibit prevent the Executive Equity Owners from being employing each other or those individuals set forth on Section 4.09 of the owner of Disclosure Schedule; (ii) causing or attempting to cause (A) up any client, customer or supplier of the Business to 5% terminate or materially reduce its business with Purchaser or any of any class of outstanding securities of any entity if such class of securities is publicly traded its Affiliates or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of Purchaser or any of its Affiliates engaged in the CompanyBusiness to resign or sever a relationship with Purchaser or any of its Affiliates; and (iii) participating or engaging in (other than through the ownership of 5% or less of any class of securities registered under the Securities Exchange Act of 1934, as amended) the gaming business or providing gaming services, including without limitation, open play, tournament play and house-banked card rooms within a fifty (50) mile radius from any location where Seller currently conducts the Business; provided, however that Seller and the Equity Owners may own or operate a restaurant and bar which does not participate or engage in any gaming or casino activities whatsoever so long as such restaurant and bar is not located with a ten (10) mile radius from any location where Seller currently conducts the Business. (b) From Seller and Equity Owners acknowledge that following the date hereofClosing, Executive shall hold in secrecy for all information concerning the Company all trade secrets and Business, including without limitation, the Intellectual Property Rights, customer lists, supplier lists, business plans, marketing plans, financial information or any other confidential information relating pertaining to the business Business which is material to Purchaser and affairs of is not generally known by or disclosed to the Company that have come or may have come to his attention during his employment with public (collectively, the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “Confidential Information”), will be the property of Purchaser and continues to be confidential. Executive shall not Following the Closing, neither Seller nor the Equity Owners, nor any of the officers, directors or employees of Seller will disclose or use for his own benefit or disclose to any person any of the Confidential Information other than in for any purpose whatsoever, except as permitted under this Agreement or the ordinary course of the Company’s business Operative Agreements to which Seller will be a party or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received as required by the Executive, solely or jointly with others, that are in the Executive’s possession, custody or control and that are related in any manner to the past, present or anticipated business of the Companyapplicable Law. (c) For From the purposes date of execution of this Section 9Agreement through the Closing Date, “Competing Business” shall mean the Equity Owners will refrain from, either alone or in conjunction with any other Person (including, without limitation, present or future Affiliates, employees or consultants), directly or indirectly: (i) employing, engaging or seeking to employ or engage any Person that is an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization Employee of Seller or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the landfills or similar facilities its Affiliates as of the Companydate of this Agreement; provided, Guarantor that in no event shall this Section 4.09(c) prevent Seller from employing the Employees or prevent Equity Owners from employing each other or the individuals set forth on Section 4.09 of the Disclosure Schedule; and (ii) causing or attempting to cause (A) any client, customer or supplier of the Business to terminate or materially reduce its business with Seller or any affiliate thereofof its Affiliates or (B) any officer, employee or consultant of Seller or any of its Affiliates engaged in the Business to resign or sever a relationship with Seller or any of its Affiliates. Notwithstanding the above, in no event shall BB Magraws, Inc. be prevented from employing its current employees and in no event shall the Equity Owners be prevented from employing their current employees. (d) Should Seller and Equity Owners agree that any portion remedy at Law for any breach of the provisions of this Section 9 would be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunderinadequate, and only accordingly, Seller and Equity Owners hereby consent to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved or posting a bond, in order that the breach or threatened breach of such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as provisions may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appealseffectively restrained. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s 's engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-non hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “"Confidential Information”"). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s 's business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, thereof whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s 's possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “"Competing Business” " shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-non hazardous solid waste landfills, non-non hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the Company's landfills or similar facilities of the Company, Guarantor or any affiliate thereoffacilities. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. In consideration of the severance arrangements set forth in ss.7 of this agreement, the Employee agrees to abide by the following terms and conditions: (a) The parties recognize that Employee shall not at any time, either during the term of his employment of Executive with the Company has been or any of the other Health Power Companies, or after the termination of such employment for whatever reason, (i) Disclose to anyone (except to the extent necessary as a benefit to the Company in the performance of his duties and will continue with prior written authorization by the Company) any trade secrets or confidential information of the Health Power Companies, or (ii) Solicit or seek to be specialemploy any of the employees of the Health Power Companies to leave such employment, unique or (iii) Solicit, recruit, or otherwise attempt to persuade any members or providers of any Health Power Company to leave such Company and of an extraordinary characterdo business with competing organizations. (b) During the Initial Term and any Renewal Term, and for six months following the termination of his employment, for whatever reason, the Employee agrees that he shall not, directly or indirectly, on his own behalf, or as a member of any partnership, or as an officer, director, shareholder, agent, consultant or employee of any other corporation or entity, compete with the Company or any of the other Health Power Companies or be engaged in, loan money or credit to, own any interest in, be employed by or otherwise participate in connection any other business which competes with such the Company or any of the other Health Power Companies in any geographic location or within any business or economic market where the Company or any of the other Health Power Companies conduct, or intend to conduct, their business during the term of the Employee's employment Executive has and will continue to acquire special skill and training. with the Company. (c) The parties also recognize Employee understands that the covenants of Executive contained in this Section 9 are section is an essential part element of Executive’s engagement by the Company this agreement and that, but for the agreement of the Executive to comply with such covenants, that the Company would not have entered into this Agreementagreement without this section being included in it. Executive accordingly agrees that, during The Employee has consulted with his legal counsel and has been fully advised concerning the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date reasonableness and propriety of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged section in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant specific context of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets operations and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “Confidential Information”). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “Competing Business” shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the landfills or similar facilities of the Company, Guarantor or any affiliate thereof. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Employee acknowledges that this section is reasonable and appropriate in all respects. In the event of any violation or attempted violation of this section, Employee specifically acknowledges and agrees that the Company's remedy at law will be inadequate, that the Company, its business and business relationships will suffer irreparable injury and, therefore, the Company shall be entitled to injunctive relief upon such breach in addition to any other remedy to which it may be entitled, either in law or in equity, without the necessity of proof of actual damage. (d) As used in this agreement, the terms "trade secrets" and "confidential information" shall mean any information which is not generally known to the public and which, if relevant to unauthorized persons, would be detrimental to the reputation or business interests of the Company and the Executive agree that said covenants are reasonable for that purpose other Health Power Companies and that includes, but is not limited to, any information relating to the Company's and the other Health Power Companies' business operations and structure, sales methods, practices and techniques, technical know-how, advertising, or marketing methods and practices, their provider relationship and membership lists (including customer names and addresses), and the Company's and the other Health Power Companies' relationships with suppliers, providers, and potential providers, employees, members and potential members or other persons or entities doing business with such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a livingCompanies.

Noncompetition and Confidentiality. (a) The parties recognize that Executive shall devote his full time and attention to the employment performance of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and traininghis duties under this Agreement. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part Upon any termination of Executive’s engagement employment hereunder pursuant to Sections 7(b) or (e) of this Agreement (other than a termination which occurs after the effective date of a Change in Control), Executive agrees not to compete with the Bank for a period of one (1) year following such termination in any city, town or county in which Executive’s normal business office is located or in which the Bank or its affiliates has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company and that, but for the agreement Board of the Executive to comply with such covenants, the Company would not have entered into this AgreementDirectors. Executive accordingly agrees thatthat during such period and within said cities, during the Termtowns and counties, (i) Executive shall not act work for or serveadvise, consult or otherwise serve with, directly or indirectly, as a principalany entity whose business materially competes with the depository, agentlending or other business activities of the Bank. The parties hereto, independent contractorrecognizing that irreparable injury will result to the Bank, consultantand their business and property in the event of Executive’s breach of this Section 6(a), directoragree that in the event of any such breach by Executive, officerthe Bank will be entitled, executive, employee or advisor or in addition to any other position remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or capacity under the direction of Executive. Executive represents and admits that in the event he terminates employment with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (ABank pursuant to Sections 7(b) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (Be) any other securities owned by Executive on the date of this Agreement, Executive’s experience and (ii) capabilities are such that Executive shall not, can obtain employment in connection with or for the benefit of any person or entity a business engaged in other lines and/or of a different nature than the non-hazardous solid waste businessBank, solicitand that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for breach or threatened breach, induce, divert or take away, any officer, employee or consultant including the recovery of the Companydamages from Executive. (b) From Executive recognizes and acknowledges that the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to knowledge of the business activities and affairs plans for business activities of the Company that have come Bank is a valuable, special and unique asset of the business of the Bank. Executive will not, during or may have come to his attention during after the term of his employment with (regardless of the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “Confidential Information”). Executive shall not use reason for his own benefit or termination of employment), disclose to any person any Confidential Information other than in the ordinary course knowledge of the Company’s business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s possession, custody or control and that are related in any manner to the past, present present, planned or anticipated considered business activities of the CompanyBank to any person, firm, corporation, or other entity for any reason or purpose whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank. Further, Executive may disclose information regarding the business activities of the Bank to the Office of Thrift Supervision (“OTS”) or other regulatory or judicial body pursuant to a formal regulatory request or subpoena. (c) For the purposes of this Section 9, “Competing Business” shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the landfills or similar facilities of the Company, Guarantor or any affiliate thereof. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants Nothing contained in this Section 9 6 shall be construed as an agreement ancillary deemed to prevent or limit the other provisions right of this Agreement, and the existence of Executive to invest in any claim or cause of action entity which conducts business similar to that of the Executive against the CompanyBank, whether predicated on this Agreement solely as a passive or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenantminority investor. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. (a) The parties recognize Executive acknowledges that in the course of employment of Executive with the Company he has and shall become familiar with the Company's and its subsidiaries', if any (each, a "Subsidiary," and collectively, the "Subsidiaries"), "trade secrets or confidential or proprietary information" (as defined herein) and that his services have been and will continue to shall be of special, unique and of an extraordinary charactervalue to the Company. Therefore, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the term of his employment with the Company ("the Term"), and for a period of one year thereafter (i) the "Noncompete Period"), the Executive shall not act not, without the prior written consent of the Company or servethe applicable Subsidiary, directly or indirectly, as a principalwithin the United States of America, agentown, independent contractormanage, consultantoperate, directorcontrol, officerinvest in, executive, employee be employed by or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest)provide consulting services to, any Competing Business company or business engaged in retail sales directly competing with the Company's or any Subsidiary's apparel businesses, as such businesses exist (defined below)or are actively being considered and pursued by the Company or any Subsidiary) during the Term and on the date of termination of the Term; provided, however, that this clause nothing herein shall not prohibit prevent the Executive from being the owner of (A) owning, as an investment, up to five percent (5% %) of any class of outstanding equity securities issued by any competitor of the Company or any Subsidiary if such securities are publicly traded so long as the Executive has no active participation in the business of such competitor. During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any Subsidiary to leave the 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, or (ii) induce or attempt to induce any customer, supplier, licensor, franchisee or other business relation of the Company or any Subsidiary to cease 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 such Subsidiary. (b) Except as required by law or court order (notice of which shall be given to the Company or the applicable Subsidiary prior to disclosure), the Executive agrees that he will not disclose to anyone (other than the Company, any Subsidiary, or any persons employed or designated by the Company or any Subsidiary), or publish, utter, exploit or make use of any entity if "trade secrets or confidential or proprietary information" of the Company or such class Subsidiary, as long as such trade secrets and information remain "trade secrets or confidential or proprietary information" of securities is publicly traded the Company or (B) any other securities owned by Executive on such Subsidiary, without the date prior written consent of the Company or such Subsidiary. For purposes of this Agreement, "trade secrets or confidential or proprietary information" means information (i) unique to the Company or any Subsidiary which has a business purpose and is not known or generally available from sources outside the Company and the Subsidiaries or typical of industry practice, and (ii) Executive shall not, in connection with or for the benefit disclosure of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to which would have an adverse effect on the business and affairs of the Company that have come or may have come to his attention during his employment with and the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “Confidential Information”). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s possession, custody or control and that are related in any manner to the past, present or anticipated business of the CompanySubsidiaries. (c) For The Executive acknowledges and agrees that if he breaches any of the purposes provisions of this Section 91, “Competing Business” the Company may suffer immediate and irreparable harm for which monetary damages alone will not be a sufficient remedy, and that, in addition to all other remedies that the Company may have, the Company shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the landfills or similar facilities of the Company, Guarantor be entitled to seek Specific performance and/or injunctive relief or any affiliate thereof. (d) Should any portion other form of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed equitable relief to remedy such breach by the undertakings of the Executive hereunder, and only in such event, then the Executive and to enforce the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement. In addition, and in the existence event of any claim a breach or cause of action of violation by the Executive against of Section 1(a), the Company, whether predicated on this Agreement Noncompete Period shall be rolled until such breach or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenantviolation has been duly cured. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. (a) The parties recognize that in the employment course of Executive Consultant’s consultancy with the Company Company, Consultant has been had and will continue to have access to a substantial amount of confidential and proprietary information and trade secrets relating to the business of the Company. Consultant agrees to keep all such information confidential throughout the consultancy and for a period of three (3) years thereafter. Consultant further agrees that it would be special, unique and detrimental to the business of an extraordinary characterthe Company, and in connection with such employment Executive has and will continue have a substantial detrimental effect on the value to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and that, but for the agreement of the Executive consultancy if Consultant were to comply compete with such covenants, the Company would not have entered into upon termination of his consultancy. Consultant therefore agrees, in consideration of the Company entering this Agreement. Executive accordingly agrees thatAgreement and establishing the base and stock compensation at the level herein provided for, that during the Termperiod of the term of his consultancy with the Company, (i) Executive shall not act whether pursuant to this Agreement or serveotherwise, and for a period of two years thereafter without the prior written consent of the Company, directly or indirectly, as a principal, agent, independent contractor, consultantpartner, director, officeror stockholder or through any corporation, executivepartnership, employee or advisor other entity (including, without limitation, a sole proprietorship), engage or participate in, or assist in any manner or in any other position or capacity with or forcapacity, or acquire a direct or indirect ownership have any interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturermake any loan to, or as owner of any other type of interest)otherwise be related with, any Competing Business (defined below)person, firm, corporation, association, or other entity located anywhere in the United States and engaged in any business competing in any material way with the business of the Company or any subsidiary of the Company as such business exists as of the date of termination of the consultancy; provided, however, that this clause the foregoing shall not prohibit the Executive prevent Consultant from being the owner of (A) owning up to 5% ten (10%) percent of any class of the outstanding securities of any entity if such class of securities is by a publicly traded or (B) any other securities owned by Executive on held corporation that may compete with the date of this Agreement, and (ii) Executive shall notcompany. The parties believe, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant light of the Company. (b) From facts known as of the date hereof, Executive shall hold in secrecy for and after considering the Company all trade secrets nature and extent of the Company’s business, the amount of compensation and other confidential information relating benefits provided herein, and the damage that could be done to the Company's business and affairs of the Company that have come or may have come to his attention during his employment by Consultant's competing with the Company, including information concerning coststhat the foregoing covenant not to compete is reasonable in time, profitsscope, marketsand geographical limitation. However, salesif any court should construe the time, business development plansscope, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “Confidential Information”). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course geographical limitation of the Company’s business covenant not to compete to be too broad or in response to a court orderextensive, unless such use or disclosure has it is the prior written authorization intention of the Company. Executive shall deliver parties that the contract be automatically reformed, and as so reformed, enforced, to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “Competing Business” shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the landfills or similar facilities of the Company, Guarantor or any affiliate thereof. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as maximum limits which may be finally adjudicated as enforceable found to be reasonable by a court of competent jurisdiction after the exhaustion of all appealssuch court. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s 's engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, 4 investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “"Confidential Information”"). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s 's business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s 's possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “"Competing Business” " shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the Company's landfills or similar facilities of the Company, Guarantor or any affiliate thereoffacilities. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company Employer consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the CompanyEmployer, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s 's failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company Employer of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. (a) The parties recognize that Sellers acknowledge they have a special knowledge of the employment of Executive with Business and the Company has been proprietary and will continue to be special, unique and of an extraordinary characterconfidential information included in the Acquired Assets, and that Purchaser is making a considerable investment in connection with the Acquired Assets from which investment Sellers have benefited. In consideration of this Agreement and such employment Executive has investment and will continue benefit, and as an inducement to acquire special skill Purchaser to enter into this Agreement and training. The parties also recognize that consummate the covenants of Executive contained in this Section 9 are an essential part of Executive’s engagement by the Company and transactions contemplated herein, Sellers agree that, but for a period of three (3) years after the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the TermClosing Date, (i) Executive shall not act or servethey will not, directly or indirectly, as a principalown, agentmanage, independent contractoroperate, consultantcontrol or participate in the ownership, directormanagement, officeroperation or control of, executive, employee otherwise engage in the Business; or advisor or in have any other position or capacity with or forfinancial interest in, or acquire a direct aid or indirect ownership interest assist anyone else in or otherwise the conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest)of, any Competing business that competes with the Business as conducted on the date hereof (defined belowa "Competitive Business"); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to Sellers may own less than 5% of any outstanding class of outstanding publicly traded securities of any entity if such class of securities an issuer that is publicly traded or (B) any other securities owned by Executive on the date of this Agreementa Competitive Business, and (ii) Executive shall they will not, directly or indirectly in connection with one or a series of transactions, disclose in violation of this Agreement to any person (other than any of Sellers' officers, directors, employees, advisors or affiliates), or use or otherwise exploit for their own benefit or for the benefit of anyone other than Purchaser, Confidential Information (as defined below) and Sellers shall use their reasonable efforts to direct all persons or entities to whom any Confidential Information has been disclosed without violation hereunder to observe the terms and conditions set forth herein as though each such person or entity engaged in the nonwas bound hereby. "Confidential Information" means any trade secret, confidential study, data, calculations, software storage media or other compilation of information, patent, patent application, copyright, trademark, trade name, service mark, service name, "know-hazardous solid waste businesshow", solicittrade secrets, inducecustomer lists, divert or take away, any officer, employee details of client or consultant of the Company. (b) From the date hereofcontracts, Executive shall hold in secrecy for the Company all trade secrets and other pricing policies, sales techniques, confidential information relating to the business suppliers, marketing plans or strategies, products and affairs of the Company that have come formulae, product development techniques or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, salesplans, business development plansacquisition plans or any portion or phrase of any scientific or technical information, lists ideas, discoveries, designs, computer programs (including source of clients object codes), processes, procedures, research or customerstechnical data, lists improvements or other proprietary or intellectual property of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “Confidential Information”). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver Sellers specifically relating to the CompanyBusiness, upon requestwhether or not in written or tangible form, and whether or not registered, and including all correspondencefiles, records, manuals, books, catalogues, memoranda, notes, recordssummaries, plans, customer listsreports, product compositions records, documents and other documents evidence thereof. The term "Confidential Information" does not include, and all copies thereofthere shall be no obligation hereunder with respect to, whether information that is or becomes generally available to the public other than as a result of a disclosure by Sellers in hard copy form or electronically or magnetically storedbreach of this Paragraph. Sellers shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any therefor is specifically required by law; provided, made, composed, or received by the Executive, solely or jointly with othershowever, that are in the Executive’s possessionevent disclosure is required by applicable law, custody or control Sellers shall provide Purchaser with prompt notice of such requirement, prior to making any disclosure, so that Purchaser may seek an appropriate protective order, and that are related shall cooperate with Purchaser, at Purchaser's expense, in any manner connection therewith. Notwithstanding anything to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “Competing Business” shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the landfills or similar facilities of the Company, Guarantor or any affiliate thereof. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only contrary in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence Sellers shall not be deemed to be in default under this Section 6.2 or any other provision of this Agreement by reason of any claim or cause of action information which Sellers may reasonably deem appropriate to disclose in the continuing administration of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenantChapter 11 Cases. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s 's engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-non hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists fists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “"Confidential Information”"). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s 's business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s 's possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “"Competing Business” " shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the Company's landfills or similar facilities of the Company, Guarantor or any affiliate thereoffacilities. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.

Noncompetition and Confidentiality. (a) The parties recognize that the employment of Executive with the Company has been and will continue to be special, unique and of an extraordinary character, and in connection with such employment Executive has and will continue to acquire special skill and training. The parties also recognize that the covenants of Executive contained in this Section 9 are an essential part of Executive’s 's engagement by the Company and that, but for the agreement of the Executive to comply with such covenants, the Company would not have entered into this Agreement. Executive accordingly agrees that, during the Term, (i) Executive shall not act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, executive, employee or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Business (defined below); provided, however, that this clause shall not prohibit the Executive from being the owner of (A) up to 5% of any class of outstanding securities of any entity if such class of securities is publicly traded or (B) any other securities owned by Executive on the date of this Agreement, and (ii) Executive shall not, in connection with or for the benefit of any person or entity engaged in the non-hazardous solid waste business, solicit, induce, divert or take away, any officer, employee or consultant of the Company. (b) From the date hereof, Executive shall hold in secrecy for the Company all trade secrets and other confidential information relating to the business and affairs of the Company that have come or may have come to his attention during his employment with the Company, including information concerning costs, profits, markets, sales, business development plans, lists of clients or customers, lists of acquisition targets and other information about such acquisition targets and other information of a similar nature (such categories of information being referred to herein as “"Confidential Information”"). Executive shall not use for his own benefit or disclose to any person any Confidential Information other than in the ordinary course of the Company’s 's business or in response to a court order, unless such use or disclosure has the prior written authorization of the Company. Executive shall deliver to the Company, upon request, all correspondence, memoranda, notes, records, plans, customer lists, product compositions and other documents and all copies thereof, whether in hard copy form or electronically or magnetically stored, made, composed, or received by the Executive, solely or jointly with others, that are in the Executive’s 's possession, custody or control and that are related in any manner to the past, present or anticipated business of the Company. (c) For the purposes of this Section 9, “"Competing Business” " shall mean an individual, business, corporation, association, firm, undertaking, partnership, joint venture, organization or other entity that operates non-hazardous solid waste landfills, non-hazardous solid waste collection businesses or similar facilities or businesses within a 50-mile radius of any of the Company's landfills or similar facilities of the Company, Guarantor or any affiliate thereoffacilities. (d) Should any portion of this Section 9 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Executive hereunder, and only in such event, then the Executive and the Company consent and agree to such limitation on scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals. (e) The covenants in this Section 9 shall be construed as an agreement ancillary to the other provisions of this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than a claim or cause of action based on the Company’s failure to pay Executive amounts payable to Executive hereunder, shall not constitute a defense to the enforcement by the Company of this covenant. (f) It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purpose of restricting the activities of the Executive only to the extent necessary for the protection of the legitimate business interests of the Company, and the Company and the Executive agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude Executive from engaging in activities sufficient for the purpose of earning a living.