Common use of NONCOMPETITION AND NON-RECRUITMENT Clause in Contracts

NONCOMPETITION AND NON-RECRUITMENT. 9.01 The Company and Executive recognize and agree that: (i) Executive has received, and will in the future receive, substantial amounts of highly confidential and proprietary information concerning the Company, its business, customers, Executives and vendors; (ii) as a consequence of using or associating Executive with the Company’s name, goodwill, and reputation, Executive will develop personal and professional relationships with the Company’s current and prospective customers, clients and vendors; and (iii) provision for non-competition and non-recruitment obligations by Executive is critical to the Company’s continued economic well-being and protection of the Company’s confidential and proprietary business information. In light of these considerations, this Article 9 sets forth the terms and conditions of Executive’s obligations of non-competition and non-recruitment during the Term of and subsequent to the termination of this Agreement and/or Executive’s employment for any reason. 9.02 During the Agreement Term, Executive will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with Executive’s rendition of services either directly or indirectly to the Company. Executive, with prior Board approval not to be unreasonably withheld, may accept appointment to, or continue to serve, on any board of directors or trustees of any business entity, trade organization, or any charitable organization, or engage in any activities or manage Executive’s investments and affairs, so long as such activities in the aggregate do not conflict or interfere with the performance of Executive’s duties hereunder. Executive having disclosed to the Board all such outside board positions and material outside activities in which Executive is currently involved as of the date of this Agreement, the Board approves Executive’s participation in such. 9.03 During the Agreement Term and for one (1) year following the Executive’s voluntary or involuntary termination of employment with the Company, without prior approval of the Board, Executive shall not: (i) within the Restricted Territory defined in this Section 9.03, invest in or own industrial or office real estate properties for Executive’s own account; (ii) within the Restricted Territory, become interested in any competing entity that invests in or owns industrial or office real estate properties (other than for such entity’s own occupancy and use) in any capacity, including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; (iii) within the Restricted Territory or in any other location in which the Company is conducting business during the Term or in the event of the termination of Executive’s employment conducted business during the one-year period immediately preceding such termination, enter the employ of, or render any consulting or any other services to, any competing entity that provides real estate services that are competitive with the services of the Company and/or any of its affiliates in such location; provided, however, Executive may own, directly or indirectly, solely as a passive investment, 5% or less of any class of securities of any entity traded on any national securities exchange and any assets acquired in compliance with this Article 9. A “competing entity” is any business or enterprise that competes with the Company in the ownership, acquisition, development and leasing of industrial or office facilities of the type (i) owned by the Company during the Term or in the event of the termination of Executive’s employment the one-year period immediately preceding such termination or (ii) with respect to which the Company has taken significant steps to purchase as evidenced by any action of the Board during the Term or in the event of the termination of Executive’s employment the one-year period immediately preceding such termination. Executive agrees that the Restricted Territory reasonably consists of the states of Minnesota, Michigan, Indiana, Missouri, Iowa, Ohio, Wisconsin, Illinois, North Carolina, South Carolina, and Florida, as well as any additional location in which the Company owns industrial or office real estate properties during the Term or in the event of the termination of Executive’s employment in which the Company owned industrial or office real estate properties during the one-year period immediately preceding such termination. 9.04 At its sole option, the Company may, by express written notice to Executive, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity or the scope of such competitive activity. 9.05 For a period of one (1) year following termination of Executive’s employment for any reason, Executive shall not (i) initiate or participate in any other employer’s recruitment or hiring of any of the Company’s employees or consultants; or (ii) solicit or attempt to solicit any then-existing customer of the Company or any potential customer of the Company with whom the Company is at the time of Executive’s termination or was during the one-year period immediately preceding such termination engaged in discussions regarding one or more specific possible transactions for purposes of providing goods or services competitive with the Company. 9.06 Executive agrees that breach by Executive of the provisions of this Article 9 will cause the Company irreparable harm that is not fully remedied by monetary damages. In the event of a breach or threatened breach by Executive of the provisions of this Article 9, the Company shall be entitled to an injunction restraining Executive from directly or indirectly competing or recruiting as prohibited herein, without posting a bond or other security. Nothing herein shall be construed as prohibiting the Company from pursuing any other equitable or legal remedies available to it for such breach or threatened breach, including the recovery of damages from Executive. 9.07 The Board acknowledges that Executive currently has real estate holdings and real estate investments that include: (i) investments that are not industrial or office facilities, or (ii) investments in industrial or office facilities that are not majority-owned or controlled by Executive. Executive has provided the Board with a complete and full list of all of Executive’s real estate holdings described in (i) and (ii) above (“Disclosure Schedule”). Executive represents that Executive neither controls, has or will have a majority ownership interest in any industrial or office facility. With respect to (i) above, the Board specifically approves of Executive’s continuing to hold, develop, or otherwise increase Executive’s investment in, or to sell the holdings and investments set forth on the Disclosure Schedule. With respect to (ii) above, nothing in this Agreement shall preclude Executive during Executive’s employment with the Company from continuing to hold, develop or to sell the holdings and investments set forth on the Disclosure Schedule. Executive agrees that Executive will provide the Board with reasonable advance notice of any proposed increases to Executive’s percentage ownership of the real estate described in (ii) above and Executive agrees not to take action to increase Executive’s percentage ownership of the real estate described in (ii) above without written approval from the Board, which approval will not be unreasonably withheld. Pursuant to Section 9.03 above, Executive acknowledges that for the time period set forth therein, Executive will not make any new investment in any industrial or office real estate that is competitive with the Company. 9.08 The obligations contained in this Article 9 shall survive the termination of this Agreement.

NONCOMPETITION AND NON-RECRUITMENT. 9.01 The Company and Executive recognize and agree that: (i) Executive has received, and will in the future receive, substantial amounts of highly confidential and proprietary information concerning the Company, its business, customers, Executives and vendors; (ii) as a consequence of using or associating Executive with the Company’s name, goodwill, and reputation, Executive will develop personal and professional relationships with the Company’s current and prospective customers, clients and vendors; and (iii) provision for non-competition and non-recruitment obligations by Executive is critical to the Company’s continued economic well-being and protection of the Company’s confidential and proprietary business information. In light of these considerations, this Article 9 sets forth the terms and conditions of Executive’s obligations of non-competition and non-recruitment during the Term of and subsequent to the termination of this Agreement and/or Executive’s employment for any reason. 9.02 During the Agreement Term, Executive will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with Executive’s rendition of services either directly or indirectly to the Company. Executive, with prior Board approval not to be unreasonably withheld, may accept appointment to, or continue to serve, on any board of directors or trustees of any business entity, trade organization, or any charitable organization, or engage in any activities or manage Executive’s investments and affairs, so long as such activities in the aggregate do not conflict or interfere with the performance of Executive’s duties hereunder. Executive having disclosed to the Board all such outside board positions and material outside activities in which Executive is currently involved as of the date of this Agreement, the Board approves Executive’s participation in such. 9.03 During the Agreement Term and for one (1) year following the Executive’s voluntary or involuntary termination of employment with the Company, without prior approval of the Board, Executive shall not: (i) within the Restricted Territory defined in this Section 9.03, invest in or own industrial or office real estate properties for Executive’s own account; (ii) within the Restricted Territory, become interested in any competing entity that invests in or owns industrial or of office real estate properties (other than for such entity’s own occupancy and use) in any capacity, including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; (iii) within the Restricted Territory or in any other location in which the Company is conducting business during the Term or in the event of the termination of Executive’s employment conducted business during the one-year period immediately preceding such termination, enter the employ of, or render any consulting or any other services to, any competing entity that provides real estate services that are competitive with the services of the Company and/or any of its affiliates in such location; provided, however, Executive may own, directly or indirectly, solely as a passive investment, 5% or less of any class of securities of any entity traded on any national securities exchange and any assets acquired in compliance with this Article 9. A “competing entity” is any business or enterprise that competes with the Company in the ownership, acquisition, development and leasing of industrial or office facilities of the type (i) owned by the Company during the Term or in the event of the termination of Executive’s employment the one-year period immediately preceding such termination or (ii) with respect to which the Company has taken significant steps to purchase as evidenced by any action of the Board during the Term or in the event of the termination of Executive’s employment the one-year period immediately preceding such termination. Executive agrees that the Restricted Territory reasonably consists of the states of Minnesota, Michigan, Indiana, Missouri, Iowa, Ohio, Wisconsin, Illinois, North Carolina, South Carolina, and Florida, as well as any additional location in which the Company owns industrial or office real estate properties during the Term or in the event of the termination of Executive’s employment in which the Company owned industrial or office real estate properties during the one-year period immediately preceding such termination. 9.04 At its sole option, the Company may, by express written notice to Executive, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity or the scope of such competitive activity. 9.05 For a period of one (1) year following termination of Executive’s employment for any reason, Executive shall not (i) initiate or participate in any other employer’s recruitment or hiring of any of the Company’s employees or consultants; or (ii) solicit or attempt to solicit any then-existing customer of the Company or any potential customer of the Company with whom the Company is at the time of Executive’s termination or was during the one-year period immediately preceding such termination engaged in discussions regarding one or more specific possible transactions for purposes of providing goods or services competitive with the Company. 9.06 Executive agrees that breach by Executive of the provisions of this Article 9 will cause the Company irreparable harm that is not fully remedied by monetary damages. In the event of a breach or threatened breach by Executive of the provisions of this Article 9, the Company shall be entitled to an injunction restraining Executive from directly or indirectly competing or recruiting as prohibited herein, without posting a bond or other security. Nothing herein shall be construed as prohibiting the Company from pursuing any other equitable or legal remedies available to it for such breach or threatened breach, including the recovery of damages from Executive. 9.07 The Board acknowledges that Executive currently has real estate holdings and real estate investments that include: (i) investments that are not industrial or office facilities, or (ii) investments in industrial or office facilities that are not majority-owned or controlled by Executive. Executive has provided the Board with a complete and full list of all of Executive’s real estate holdings described in (i) and (ii) above (“Disclosure Schedule”). Executive represents that Executive neither controls, has or will have a majority ownership interest in any industrial or office facility. With respect to (i) above, the Board specifically approves of Executive’s continuing to hold, develop, or otherwise increase Executive’s investment in, or to sell the holdings and investments set forth on the Disclosure Schedule. With respect to (ii) above, nothing in this Agreement shall preclude Executive during Executive’s employment with the Company from continuing to hold, develop or to sell the holdings and investments set forth on the Disclosure Schedule. Executive agrees that Executive will provide the Board with reasonable advance notice of any proposed increases to Executive’s percentage ownership of the real estate described in (ii) above and Executive agrees not to take action to increase Executive’s percentage ownership of the real estate described in (ii) above without written approval from the Board, which approval will not be unreasonably withheld. Pursuant to Section 9.03 above, Executive acknowledges that for the time period set forth therein, Executive will not make any new investment in any industrial or office real estate that is competitive with the Company. 9.08 The obligations contained in this Article 9 shall survive the termination of this Agreement.

NONCOMPETITION AND NON-RECRUITMENT. 9.01 The Company Amcast and Executive recognize and agree that: (i) Executive has received, and will in the future receive, substantial amounts of highly confidential and proprietary information concerning the CompanyAmcast, its business, customers, Executives customers and vendorsemployees; (ii) as a consequence of using or associating Executive himself with the Company’s Amcast's name, goodwill, and reputation, Executive will develop personal and professional relationships or a reputation with the Company’s Amcast's current and prospective customers, clients customers and vendorsclients; and (iii) provision for non-competition and non-recruitment obligations by Executive is critical to the Company’s Amcast's continued economic well-being and protection of the Company’s Amcast's confidential and proprietary business information. In light of these considerations, this Article 9 sets forth the terms and conditions of Executive’s 's obligations of non-competition and non-recruitment during while employed by Amcast and for a period of one year following Executive's cessation of employment with Amcast. 9.02 Unless the Term obligation is waived or limited by Amcast as set forth herein, Executive agrees that while Executive is employed by Amcast and for a period of and subsequent to the one year following termination of this Agreement and/or Executive’s 's employment for any reason. 9.02 During the Agreement Term, Executive will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with Executive’s rendition of services either directly or indirectly (a) solicit or do competitive business with any person or entity that is or was a customer or vendor of Amcast within the twelve (12) months prior to the Company. Executive, with prior Board approval not to be unreasonably withheld, may accept appointment to, or continue to serve, on any board of directors or trustees of any business entity, trade organization, or any charitable organization, or engage in any activities or manage Executive’s investments and affairs, so long as such activities in the aggregate do not conflict or interfere with the performance of Executive’s duties hereunder. Executive having disclosed to the Board all such outside board positions and material outside activities in which Executive is currently involved as of the date of this Agreementtermination, or (b) engage within the Board approves North American markets in which Amcast engages in business at the time of termination, in any similar or related business activity in competition with Amcast's direct line of business as conducted at the time of Executive’s participation 's termination. Among all other competitive actions that are likewise restricted, Executive shall not cause or attempt to cause any existing or prospective customer, client or account who then has a relationship with Amcast for current or prospective business to divert, terminate, limit or in suchany adverse manner modify, or fail to enter into any actual or potential business with Amcast. 9.03 During the Agreement Term and for one (1) year following the Executive’s voluntary or involuntary termination of employment with the Company, without prior approval of the Board, Executive shall not: (i) within the Restricted Territory defined in this Section 9.03, invest in or own industrial or office real estate properties for Executive’s own account; (ii) within the Restricted Territory, become interested in any competing entity that invests in or owns industrial or office real estate properties (other than for such entity’s own occupancy and use) in any capacity, including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; (iii) within the Restricted Territory or in any other location in which the Company is conducting business during the Term or in the event of the termination of Executive’s employment conducted business during the one-year period immediately preceding such termination, enter the employ of, or render any consulting or any other services to, any competing entity that provides real estate services that are competitive with the services of the Company and/or any of its affiliates in such location; provided, however, Executive may own, directly or indirectly, solely as a passive investment, 5% or less of any class of securities of any entity traded on any national securities exchange and any assets acquired in compliance with this Article 9. A “competing entity” is any business or enterprise that competes with the Company in the ownership, acquisition, development and leasing of industrial or office facilities of the type (i) owned by the Company during the Term or in the event of the termination of Executive’s employment the one-year period immediately preceding such termination or (ii) with respect to which the Company has taken significant steps to purchase as evidenced by any action of the Board during the Term or in the event of the termination of Executive’s employment the one-year period immediately preceding such termination. Executive agrees that the Restricted Territory reasonably consists of the states of Minnesota, Michigan, Indiana, Missouri, Iowa, Ohio, Wisconsin, Illinois, North Carolina, South Carolina, and Florida, as well as any additional location in which the Company owns industrial or office real estate properties during the Term or in the event of the termination of Executive’s employment in which the Company owned industrial or office real estate properties during the one-year period immediately preceding such termination. 9.04 At its sole option, the Company Amcast may, by express written notice to Executive, waive or limit the time and/or geographic area in which Executive cannot engage in competitive activity or the scope of such competitive activity. 9.05 9.04 For a period of one (1) year following termination of Executive’s 's employment for any reason, Executive shall will not (i) initiate or actively participate in any other employer’s 's recruitment or hiring of any of the Company’s employees or consultants; or (ii) solicit or attempt to solicit any then-existing customer of the Company or any potential customer of the Company with whom the Company is at the time of Executive’s termination or was during the one-year period immediately preceding such termination engaged in discussions regarding one or more specific possible transactions for purposes of providing goods or services competitive with the CompanyAmcast's employees. 9.06 9.05 Executive agrees that breach by Executive him of the provisions of this Article 9 will cause the Company Amcast irreparable harm that is not fully remedied by monetary damages. In the event of a breach or threatened breach by Executive of the provisions of this Article 9, the Company Amcast shall be entitled to an injunction restraining Executive from directly or indirectly competing or recruiting as prohibited herein, without posting a bond or other security. Nothing herein shall be construed as prohibiting the Company Amcast from pursuing any other equitable or legal remedies available to it for such breach or threatened breach, including the recovery of damages from Executive and suspension or termination of the severance payments being made to the Executive under Article 6. Executive and Amcast agree that in event of a disputed proceeding regarding Executive's compliance with the provisions of this Article 9, the prevailing party shall be entitled to recover his or its costs of litigation and reasonable attorney fees incurred as a result. To the extent that the Executive is in violation of any of the provisions contained in this Article 9, the applicable period shall be tolled during such period of non-compliance, the intent of which is to provide Amcast with the full period of compliance as stated herein. 9.07 The Board acknowledges that Executive currently has real estate holdings and real estate investments that include: (i) investments that are not industrial or office facilities, or (ii) investments in industrial or office facilities that are not majority-owned or controlled by Executive. Executive has provided the Board with a complete and full list of all of Executive’s real estate holdings described in (i) and (ii) above (“Disclosure Schedule”). Executive represents that Executive neither controls, has or will have a majority ownership interest in any industrial or office facility. With respect to (i) above, the Board specifically approves of Executive’s continuing to hold, develop, or otherwise increase Executive’s investment in, or to sell the holdings and investments set forth on the Disclosure Schedule. With respect to (ii) above, nothing in this Agreement shall preclude Executive during Executive’s employment with the Company from continuing to hold, develop or to sell the holdings and investments set forth on the Disclosure Schedule. Executive agrees that Executive will provide the Board with reasonable advance notice of any proposed increases to Executive’s percentage ownership of the real estate described in (ii) above and Executive agrees not to take action to increase Executive’s percentage ownership of the real estate described in (ii) above without written approval from the Board, which approval will not be unreasonably withheld. Pursuant to Section 9.03 above, Executive acknowledges that for the time period set forth therein, Executive will not make any new investment in any industrial or office real estate that is competitive with the Company. 9.08 9.06 The obligations contained in this Article 9 shall survive the termination of this AgreementExecutive's employment with Amcast.