Common use of Noncompetition and Non-solicitation Clause in Contracts

Noncompetition and Non-solicitation. (a) The Employee agrees that until July 14, 2007, he shall not: (i) compete with Stealth by developing, producing, distributing, marketing, selling or assisting any Person to develop, produce, distribute, market or sell, a product or service which is known by him to be competitive with the products or services of Stealth then existing or planned (as evidenced by Stealth’s business records) for the future; nor, for the same period, for any reason, will he accept employment from or have any other relationship with any Person which is known by him to be competitive with the products or services of Stealth then existing or which were known by him to be planned (as evidenced by Stealth’s business records) for the future; it being agreed that, in view of the global nature of Stealth’s business, the foregoing restrictions shall apply worldwide. (ii) employ or solicit, or receive or accept the performance of any services by, any employee, consultant or contractor known by him to be employed by and/or engaged by Stealth, or any such person whose employment or engagement with Stealth is known by him to have terminated within the six (6) month period prior to July 14, 2007. (iii) solicit, entice away or divert any person or entity who is then a customer or supplier of, or provider of services to Stealth and who was a customer or supplier of, or provider of services to, Stealth at any time within the twelve (12) month period prior to the July 14, 2007. (b) If any provision contained in this Section 8 will for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Section 8, but this Section 8 will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision will not construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction will construe and interpret or reform this Section 8 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as will be valid and enforceable under such applicable law. The Employee acknowledges that Stealth would be irreparably harmed by any breach of this Section 8 and that there would be no adequate remedy at law or in damages to compensate Stealth for any such breach. The Employee agrees that Stealth will be entitled to injunctive relief requiring specific performance by the Employee of this Section 8, and the Employee consents to the entry thereof. The provisions of this Section 8 shall automatically terminate with respect to the Employee in the event that Stealth fails to make any payment in full to him when due pursuant to this Agreement, or terminates the Employee’s employment hereunder without Cause, or the Employee terminates his employment hereunder for Good Reason, or Micronetics breaches any of its obligations arising under or in relation to Section 4(d) hereof, in each case if such default is not cured within fifteen (15) days following the giving of notice by him any such of default.

Noncompetition and Non-solicitation. (a) The Employee agrees that until July 14, 2007, he shall not: (i) compete with Stealth by developing, producing, distributing, marketing, selling or assisting any Person to develop, produce, distribute, market or sell, a product or service which is known by him to be competitive with the products or services of Stealth then existing or planned (as evidenced by Stealth’s 's business records) for the future; nor, for the same period, for any reason, will he accept employment from or have any other relationship with any Person which is known by him to be competitive with the products or services of Stealth then existing or which were known by him to be planned (as evidenced by Stealth’s 's business records) for the future; it being agreed that, in view of the global nature of Stealth’s 's business, the foregoing restrictions shall apply worldwide. (ii) employ or solicit, or receive or accept the performance of any services by, any employee, consultant or contractor known by him to be employed by and/or engaged by Stealth, or any such person whose employment or engagement with Stealth is known by him to have terminated within the six (6) month period prior to July 14, 2007. (iii) solicit, entice away or divert any person or entity who is then a customer or supplier of, or provider of services to Stealth and who was a customer or supplier of, or provider of services to, Stealth at any time within the twelve (12) month period prior to the July 14, 2007. (b) If any provision contained in this Section 8 will for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Section 8, but this Section 8 will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision will not construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction will construe and interpret or reform this Section 8 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as will be valid and enforceable under such applicable law. The Employee acknowledges that Stealth would be irreparably harmed by any breach of this Section 8 and that there would be no adequate remedy at law or in damages to compensate Stealth for any such breach. The Employee agrees that Stealth will be entitled to injunctive relief requiring specific performance by the Employee of this Section 8, and the Employee consents to the entry thereof. The provisions of this Section 8 shall automatically terminate with respect to the Employee in the event that Stealth fails to make any payment in full to him when due pursuant to this Agreement, or terminates the Employee’s 's employment hereunder without Cause, or the Employee terminates his employment hereunder for Good Reason, or Micronetics breaches any of its obligations arising under or in relation to Section 4(d) hereof, in each case if such default is not cured within fifteen (15) days following the giving of notice by him any such of default.

Noncompetition and Non-solicitation. (a) The Executive hereby acknowledges and recognizes that, during the Employment Period, the Executive will be privy to trade secrets and confidential proprietary information critical to the Company's business, and the Executive further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Executive and, accordingly, the Executive agrees that, in consideration of the benefits to be received by the Executive hereunder, the Executive will not from and after the date hereof until 18 months after the termination of the Employment Period (i) engage in the development, production, marketing or sale of products or services that directly compete or, upon commercialization, would directly compete with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Executive's termination (a "Conflicting Product or Service," and such business or activity being hereinafter called a "Competing Business"), whether such engagement shall be as an officer, director, owner, employee, partner, affiliate, consultant or other participant in any Competing Business or (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i); provided, however, that in the case of a Termination Without Cause, a Termination for Good Reason or, subject to Section 13(d) hereof, the non-extension of the Agreement Term as a result of a notice to such effect (a "Non-Extension Notice") given by the Executive in accordance with the second sentence of Section 2(a) hereof, the prohibitions of the foregoing clauses (i) and (ii) shall terminate upon the first anniversary of the termination of the Employment Period and that, subject to Section 13(d) hereof, in the case of the nonextension of the Agreement Term as a result of a Non-Extension Notice given by the Company, the prohibitions of the foregoing clauses (i) and (ii) shall terminate upon the six-month anniversary of the termination of the Employment Period. Notwithstanding the foregoing, in the event the Executive's employment is terminated pursuant to a Termination Without Cause or a Termination for Good Reason within one year following a Change in Control, the term "Competing Business" as used in this Agreement shall not include any business or activity that was not conducted or under development by the Company immediately prior to the effective date of a Change in Control. The foregoing provisions of this clause (a) shall not (y) prohibit the Executive from working for a division or other business unit of an organization involved with a Conflicting Product or Service provided such division or business unit is not itself involved with a Conflicting Product or Service, or (z) apply to the ownership by the Executive of publicly-traded voting securities of any corporation representing less than one percent (1%) of the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors. (b) During any period subsequent to the Employment Period that the restrictive provisions of this Section 13 apply to the Executive, the Executive obtains employment, or the employment responsibilities of the Executive change in any material respect, the Executive shall, within 15 days of obtaining such employment or of any such change, notify the Company of the facts and circumstances of such employment or change in responsibility and provide the Company with such additional information as the Company may reasonably request in order for the Company to verify compliance by the Executive with the provisions of this Section 13. (c) The Employee agrees will not, at any time during or after the Employment Period, induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business; provided, however, that until July 14the foregoing shall not prohibit the Executive from terminating the employment of an employee of the Company during the Employment Period in the good-faith exercise of the Executive's duties hereunder. (d) In the event that the Executive's employment with the Company terminates as of result of a Non-Extension Notice given by the Company or the Executive, 2007, he the Company shall nothave the option of either: (i) compete requiring compliance by the Executive with Stealth by developingthe restrictive covenants set forth in Section 13(a) hereof for the periods specified therein, producingin which event the Executive shall be entitled to payments from the Company during the respective periods specified in the form of continuation of the Base Salary as in effect immediately prior to such termination payable in accordance with the Company's normal payroll policy (and not in a lump sum); provided, distributinghowever, marketing, selling or assisting that the Company shall be entitled to reduce on a dollar-for-dollar basis any Person to develop, produce, distribute, market or sell, a product or service which is known by him payment to be competitive with made under this Section 13(d)(i) if the products or services of Stealth then existing or planned (as evidenced by Stealth’s business records) for Executive is employed during the future; nor, for the same applicable payment period, for any reason, will he accept employment from or have any other relationship with any Person which is known by him such reduction to be competitive with equal to any cash compensation earned by the products or services Executive as a result of Stealth then existing or which were known by him to be planned (as evidenced by Stealth’s business records) for the future; it being agreed thatsuch employment, in view of the global nature of Stealth’s business, the foregoing restrictions shall apply worldwide.or (ii) employ or solicit, or receive or accept the performance of any services by, any employee, consultant or contractor known by him to be employed by and/or engaged by Stealth, or any such person whose employment or engagement with Stealth is known by him to have terminated within the six (6) month period prior to July 14, 2007. (iii) solicit, entice away or divert any person or entity who is then a customer or supplier of, or provider of services to Stealth and who was a customer or supplier of, or provider of services to, Stealth at any time within the twelve (12) month period prior to the July 14, 2007. (b) If any provision contained in this Section 8 will for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Section 8, but this Section 8 will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision will not construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction will construe and interpret or reform this Section 8 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as will be valid and enforceable under such applicable law. The Employee acknowledges that Stealth would be irreparably harmed by any breach of this Section 8 and that there would be no adequate remedy at law or in damages to compensate Stealth for any such breach. The Employee agrees that Stealth will be entitled to injunctive relief requiring specific performance waiving compliance by the Employee of this Executive with the restrictive covenants set forth in Section 8, and the Employee consents to the entry thereof. The provisions of this Section 8 shall automatically terminate with respect to the Employee in the event that Stealth fails to make any payment in full to him when due pursuant to this Agreement, or terminates the Employee’s employment hereunder without Cause, or the Employee terminates his employment hereunder for Good Reason, or Micronetics breaches any of its obligations arising under or in relation to Section 4(d11(a) hereof, in each case if which event no such default is not cured within fifteen (15) days following the giving of notice by him any such of defaultpayments shall be due.

Noncompetition and Non-solicitation. (a) The Employee agrees that until July 14, 2007, he shall not: (i) compete with Stealth by developingFor a period of three (3) years following the Merger Effective Time, producing, distributing, marketing, selling or assisting neither Spinco nor any Person of its Affiliates (after giving effect to develop, produce, distribute, market or sell, a product or service which is known by him to be competitive with the products or services of Stealth then existing or planned (as evidenced by Stealth’s business records) for the future; nor, for the same period, for any reasonDistribution), will he accept employment from engage in the following businesses conducted by the Aetna Group immediately prior to the Merger Effective Time: (A) in the United States, underwriting and/or issuance of defined contribution group annuities for pension plans maintained by employer or have any other relationship with any Person which is known by him similar groups pursuant to be competitive with the products Section 401(k), 403(b) or services of Stealth then existing or which were known by him to be planned (as evidenced by Stealth’s business records) for the future; it being agreed that, in view 457 of the global nature U.S. Internal Revenue Code of Stealth’s business1986, as amended (or any successor law), underwriting and/or issuance of individual annuities, providing investment advisory or broker-dealer services, or the management of mutual funds, and (B) in those jurisdictions outside of the United States listed in Schedule 7.04(a)(I), those businesses specified with respect 118 to each such jurisdiction ((A) and (B) collectively, the foregoing restrictions shall apply worldwide. "Prohibited Businesses"), and (ii) employ for an additional period of 12 months, to the extent that Spinco or solicitany of its Affiliates (after giving effect to the Distribution) engages directly or indirectly in any Prohibited Business, it will do so using a brand other than "Aetna" (except and only to such extent as may be required by Law); provided that the foregoing shall not prohibit Spinco or any of its Affiliates from (x) conducting any of the activities set forth in Schedule 7.04 (a)(II), (y) engaging in any Prohibited Business in any jurisdiction specified in Schedule 7.04(a) if the Aetna Group ceases to engage in such business in such jurisdiction, or receive (z) owning, acquiring or accept investing in any Person, provided that if such Person derives in excess of 10% of its consolidated gross revenue in the performance of any services bymost recently completed four fiscal quarters from business activities which would be restricted hereunder, any employee, consultant or contractor known by him to be employed by and/or engaged by StealthSpinco will, or any will cause such person whose employment or engagement with Stealth is known by him to have terminated Affiliate to, divest a portion of such business representing such excess within 12 months of the six acquisition date (6unless, in the case of the restriction specified in (i) above, such 12-month period prior would terminate subsequent to July 14the termination of the 3-year restriction period). It is understood that the restrictions set forth in the immediately preceding sentence will not apply to any Person that acquires (by acquisition, 2007. (iiimerger or otherwise) solicit, entice away an interest in Spinco or divert any person or entity who is then a customer or supplier of, or provider of services its Affiliates so long as such Person was not an Affiliate of Spinco that was subject to Stealth and who was a customer or supplier of, or provider of services to, Stealth at any time within the twelve (12) month period such restrictions prior to the July 14aforementioned acquisition, 2007merger or other acquisitive transaction (it being further understood that, following the aforementioned acquisition, merger or other acquisitive transaction, such restrictions will continue to apply to Spinco and its Affiliates that were subject to such restrictions prior to such acquisition, merger or other transaction). (b) If Except as otherwise permitted by any provision contained Ancillary Agreement, for a period of two years from the Merger Effective Date, neither Group nor any of its Affiliates shall, directly or indirectly, solicit or attempt to employ or employ any employee of the other Group. Notwithstanding the foregoing, the restriction set forth in the immediately preceding sentence shall not apply to (i) with respect to all employees other than officers and other senior management of any member of a Group, any Person who contacts such Group or any of its Affiliates in response to general advertisements or searches or other broad-based hiring methods or (ii) individuals who choose to leave for Good Reason the employment of, or are terminated by, a Group without the other Group having taken any action otherwise prohibited by this Section 8 will 7.04(b) . "GOOD REASON" for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions the purposes of this Section 87.04(b) shall mean a significant or long-term reduction in compensation, but this Section 8 will be construed as if such invalid, illegal a relocation of more than 50 miles from the employee's current place of employment or unenforceable provision had never been contained herein. It is the intention a material diminution of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision will not construed to be null, void employee's duties and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction will construe and interpret or reform this Section 8 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as will be valid and enforceable under such applicable law. The Employee acknowledges that Stealth would be irreparably harmed by any breach of this Section 8 and that there would be no adequate remedy at law or in damages to compensate Stealth for any such breach. The Employee agrees that Stealth will be entitled to injunctive relief requiring specific performance by the Employee of this Section 8, and the Employee consents to the entry thereof. The provisions of this Section 8 shall automatically terminate with respect to the Employee in the event that Stealth fails to make any payment in full to him when due pursuant to this Agreement, or terminates the Employee’s employment hereunder without Cause, or the Employee terminates his employment hereunder for Good Reason, or Micronetics breaches any of its obligations arising under or in relation to Section 4(d) hereof, in each case if such default is not cured within fifteen (15) days following the giving of notice by him any such of defaultresponsibilities.