Common use of Noncompetition and Nonsolicitation Clause in Contracts

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether pursuant to this Agreement, any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for a period of six (6) months after the termination of his employment with the Company, regardless of the reason for such termination, Executive shall not, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with the business of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries. (b) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will not, directly or indirectly, (1) induce, solicit or attempt to induce or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman of the Company or its subsidiaries to leave employ of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries), (2) interfere with the business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5) accept employment with or seek remuneration by any of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during 4.1 During the Term and solely as a result of his employment by for one year after the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration end of the special and unique opportunities afforded Term, I will not induce, or attempt to Executive by induce, any employee or independent contractor of the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether pursuant to this Agreement, any automatic cease such employment or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for a period of six (6) months after the termination of his employment with the Company, regardless of the reason for such termination, Executive shall not, directly or indirectly, enter into, relationship to engage in, be employed by by, perform services for, participate in the ownership, management, control or consult operation of, or otherwise be connected with, either directly or indirectly, any business which competes Competing Business. 4.2 During the Term and for one year after the end of the Term, I agree (except on behalf of or with the business prior written consent of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided Company) that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries. (b) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and I will not, directly or indirectlyindirectly (a) solicit, (1) inducedivert, solicit appropriate to or attempt to induce or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman of the Company or its subsidiaries to leave employ of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries), (2) interfere with the business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services accept on behalf of any employeeCompeting Business, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5) accept employment with or seek remuneration by any of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) attempt to solicit, divert, appropriate to or accept on behalf of any Competing Business, any business from any customer or actively sought prospective customer of the Company with whom I have dealt, whose dealings with CONFIDENTIAL INFORMATION, INVENTIONS, NONSOLICITATION AND NONCOMPETITION AGREEMENT XXXXXXXXXXX.XXX the Company have been supervised by me or about whom I have acquired Confidential Information in the course of my employment. 4.3 During the Term and for one year after the end of the Term, I will not engage in, be employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly, any Competing Business. For purposes of this Article II shall paragraph, I will not be extended by considered to be connected with any length Competing Business solely on account of time during which Executive my ownership of less than five percent of the outstanding capital stock or other equity interests in any Person carrying on the Competing Business. I agree that this restriction is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and thatreasonable, but for the agreement further agree that should a court exercising jurisdiction with respect to this Agreement find any such restriction invalid or unenforceable due to unreasonableness, either in period of Executive to comply with such covenantstime, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreementgeographical area, or otherwise, then in that event, such restriction is to be interpreted and enforced to the maximum extent which such court deems reasonable. The Company, in its sole discretion, may determine to waive in writing the noncompetition provisions of this Section 4.3. Any such waiver shall not constitute a defense to the enforcement by the Company waiver of such covenants. (e) It is agreed by any noncompetition or forfeiture provisions of any other agreement between the Company and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Companyme.

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employmentRestricted Period, whether pursuant to this Agreement, any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for a period of six (6) months after the termination of his employment with the Company, regardless of the reason for such termination, Executive neither Principal nor their respective Affiliates shall not, engage directly or indirectly, enter into, engage in, be employed by or consult any business which competes with the business of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholderowner, employee, advisor, independent contractor, joint venturerconsultant or otherwise, consultantin a Competitive Business; provided, agenthowever, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with that the Company or its subsidiaries. The restrictions of this Section 11 foregoing shall not be violated by prohibit (i) ownership by such Principal and his Affiliates of less than 5% in the ownership of no more than 2% aggregate of the outstanding securities publicly-traded common stock of any company whose stock Person engaged in a Subject Business, whether or not all or any portion of such business is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ)Competitive Business, or (ii) other outside ownership by such Principal and his Affiliates of less than 15% in the aggregate of the outstanding equity securities, whether or not publicly traded, of any Person engaged in a Subject Business, whether or not all or any portion of such business investments is a Competitive Business, (iii) ownership by such Principal and his Affiliates of less than 75% in the aggregate of the equity securities, whether or not publicly traded, of any Person whose total revenues for its most recently completed fiscal year as of immediately prior to the date of determination from a division or business line that do not in any manner conflict is a Competitive Business is less than 10% of such Person’s aggregate consolidated total revenues for such period, (iv) such Principal’s employment with the or provision of services to any Person engaged in a Subject Business or (v) ownership of, employment with or performance of services to the Retained Entities so long as the operations of the Retained Entities are limited to the operations conducted or proposed to be rendered conducted by Executive the Retained Entities as of the date hereof including the formation and management of new collective investment vehicles or managed accounts having substantially the same investment objectives as those of such accounts or vehicles managed by such entities at any time after December 1, 2011 but before the date hereof (excluding, for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention avoidance of doubt, any operations substantially similar to the business Business), so long as, in the case of each of clauses (i) through (iv) above, neither such Principal nor any of his Affiliates is employed with, performing services of any kind to or otherwise exerting influence over the day-to-day operations of, whether or not for compensation, the portion of the Company and its subsidiariesSubject Business of such Person that is a Competitive Business. (b) During his employment with the Company and, except as may be otherwise herein provided, for For a period of six two (62) months following years from and after the termination date hereof (i) the Principals and the Sellers, severally, shall not, and shall not, severally, permit, cause or encourage any of his employment with their Affiliates to, recruit, offer employment, employ, engage as a consultant or independent contractor, lure or entice away, or in any other manner persuade or attempt to persuade, any Person who is, immediately after the Closing an employee of the Company, regardless Buyer or its Affiliates to leave the employ of the reason for such terminationCompany, Executive agrees he will refrain from Buyer or its Affiliates, as applicable and will (ii) Buyer shall not, directly and shall not permit, cause or indirectlyencourage any of its Affiliates to, (1) inducerecruit, solicit offer employment, employ, engage as a consultant or independent contractor, lure or entice away, or in any other manner persuade or attempt to induce or solicit persuade, any employeePerson who is, advisor, independent contractor, consultant, agent, representative salesman immediately after the Closing an employee of the Company any Seller or its subsidiaries Affiliates to leave the employ of the Company such Seller or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (includingAffiliates, but not limited to, making any negative statements or communications about the Company or its subsidiaries), (2) interfere with the business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5) accept employment with or seek remuneration by any of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employmentas applicable. (c) The period If the final judgment of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines the specified time period declares that any term or the specified geographical area applicable to provision of this Section 11 to be invalid6.04 is invalid or unenforceable, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Executive. The Company and Executive the parties hereto agree that the foregoing covenants are appropriate and reasonable when considered in light court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, or area of the nature term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and extent enforceable and that comes closest to expressing the intention of the business conducted by invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the Companyexpiration of the time within which the judgment may be appealed.

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, Executive shall notyou will not yourself or through others, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with without the business prior written consent of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor Chief Executive Officer of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries.NCR: (ba) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will not[I FOR EMPLOYEES GRADE 18 AND ABOVE AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly, (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 12 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); and (iv) anywhere within the United States, or in any State or territory thereof in which NCR does or did business during your NCR employment, all of which States or territories are deemed to be separately set forth here and the names of which are incorporated by reference; (a) [II FOR EMPLOYEES GRADE 17 AND BELOW AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 12 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); and (iv) within the territory where or for which you performed such services within the two years preceding your termination to the extent a specific geographic territory was assigned to you or, if no territory was assigned to you, then within a 250-mile radius from the primary office or other location where you worked during the last two years of your NCR employment; (b) perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 12 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its Subsidiaries or Affiliates, to terminate his or her employment with NCR, its Subsidiaries or Affiliates; or (d) solicit or attempt to induce solicit the business of any NCR customers or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman actively sought prospective customers with which you had material contact during the last two years of your NCR employment. “Material contact” means the Company contact between you and each customer or its subsidiaries to leave employ actively sought prospective customer (i) with which you dealt on behalf of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries)NCR, (2ii) interfere whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman as a result of the Company or its subsidiaries or (3) hire, contract your association with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other personNCR, or (5iv) accept employment with who receives products or seek remuneration services authorized by any NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsyour termination. (e) It All references to “NCR” in this Section 12 shall be deemed to include its Subsidiaries and Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and time as a Radiant Systems , Retalix Ltd, Digital Insight, or Alaric Ltd employee. (f) The covenants contained within this Section 12 are a material component of the consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the event of such a breach, in addition to NCR’s other remedies, any unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your Termination of Employment (or if applicable law mandates a maximum time that is agreed by shorter than eighteen (18) months, than for a period of time equal to the Company shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (g) The twelve-month period set forth in this Section 12 shall be tolled and Employee that if suspended during and for the pendency of any portion violation of its terms, and for the pendency of any legal proceedings to enforce any of the covenants set forth herein, and all time that is part of or subject to such tolling and suspension shall not be counted toward the twelve-month duration of the applicable covenant. By way of example, if immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 11 are held to be invalid12, unreasonableand work for such competitor for six months before NCR obtains a judicial or arbitral order terminating or modifying that employment, arbitrary or against public policyyour twelve-month noncompetition period shall not commence until after you have commenced compliance with that order. (h) For purposes of this Agreement, then such portion of such covenants “Competing Organizations” shall be considered divisible both the following as to time of the Grant Date including the subsidiaries and geographical areaaffiliates of each. The Company list of Competing Organizations is updated and Employee agree thatrevised from time to time, if any court and such updated lists shall be deemed a part of competent jurisdiction determines this Agreement; the specified time period current list may be obtained from the NCR Law Department or the specified geographical area applicable to this Section 11 to be invalidNCR Human Resources Department upon request, unreasonableor from the NCR Human Resources intranet website. Agilysys Hitachi-Omron Terminal Systems Pendum Xxxxxxx Xxxxxxx Phoenix Interactive Arinc. IBM Pinnacle Corporation Casio America, arbitrary or against public policyInc. IER POSitech Cenveo Intuit Retail Pro International DATA Business Forms Itautec RR Xxxxxxxx Dell, a lesser time period or geographical area which is determined to be reasonable, nonInc. JDA Software SAP Xxxxxxx XXX (Korala Associates) Schades-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.Heipa Dimension Data Kony Sharp Dresser Kiosk (KIS) SITA Eastcom LGN-Sys Square EPIC Logicalis Talaris Epicor Xxxxxxx TeleSource Escher Micros Systems Tolt Fujitsu Mobile Travel Technologies Toshiba TEC Getronics NRT Unisys Gilbarco Xxxxxx-Xxxx nscglobal Useablenet Glory Oki Verifone GRG Banking Equipment Oracle Vista GRG International Panasonic Corporation Wand Hewlett Packard PAR Technology Wincor Hitachi PayPal / eBay Xpient

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, Executive shall notyou will not yourself or through others, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with without the business prior written consent of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor Chief Executive Officer of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries.NCR: (ba) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will not[I FOR EMPLOYEES GRADE 18 AND ABOVE AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly, (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); and (iv) anywhere within the United States, or in any State or territory thereof in which NCR does or did business during your NCR employment, all of which States or territories are deemed to be separately set forth here and the names of which are incorporated by reference; (a) [II FOR EMPLOYEES GRADE 17 AND BELOW AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); and (iv) within the territory where or for which you performed such services within the two years preceding your termination to the extent a specific geographic territory was assigned to you or, if no territory was assigned to you, then within a 250-mile radius from the primary office or other location where you worked during the last two years of your NCR employment; (b) perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its Subsidiaries or Affiliates, to terminate his or her employment with NCR, its Subsidiaries or Affiliates; or (d) solicit or attempt to induce solicit the business of any NCR customers or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman actively sought prospective customers with which you had material contact during the last two years of your NCR employment. “Material contact” means the Company contact between you and each customer or its subsidiaries to leave employ actively sought prospective customer (i) with which you dealt on behalf of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries)NCR, (2ii) interfere whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman as a result of the Company or its subsidiaries or (3) hire, contract your association with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other personNCR, or (5iv) accept employment with who receives products or seek remuneration services authorized by any NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsyour termination. (e) It is agreed All references to “NCR” in this Section 11 shall be deemed to include its Subsidiaries and Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the Company stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and Employee that if any portion time as a Radiant Systems, Retalix Ltd, Digital Insight, or Alaric Ltd employee. (f) The covenants contained within this Section 11 are a material component of the covenants consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the event of such a breach, in addition to NCR’s other remedies, any unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your Termination of Employment (or if applicable law mandates a maximum time that is shorter than eighteen (18) months, than for a period of time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (g) The twelve-month period set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both tolled and suspended during and for the pendency of any violation of its terms, and for the pendency of any legal proceedings to enforce any of the covenants set forth herein, and all time that is part of or subject to such tolling and suspension shall not be counted toward the twelve-month duration of the applicable covenant. By way of example, if immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 11, and work for such competitor for six months before NCR obtains a judicial or arbitral order terminating or modifying that employment, your twelve-month noncompetition period shall not commence until after you have commenced compliance with that order. (h) For purposes of this Agreement, “Competing Organizations” shall be the following as to time of the Grant Date, including the subsidiaries and geographical areaaffiliates of each. The Company list of Competing Organizations is updated and Employee agree thatrevised from time to time, if any court and such updated lists shall be deemed a part of competent jurisdiction determines this Agreement; the specified time period current list may be obtained from the NCR Law Department or the specified geographical area applicable to this Section 11 to be invalidNCR Human Resources Department upon request, unreasonableor from the NCR Human Resources intranet website. Agilysys Hitachi-Omron Terminal Systems Pendum Xxxxxxx Xxxxxxx Phoenix Interactive Arinc. IBM Pinnacle Corporation Casio America, arbitrary or against public policyInc. IER POSitech Cenveo Intuit Retail Pro International DATA Business Forms Itautec RR Xxxxxxxx Dell, a lesser time period or geographical area which is determined to be reasonable, nonInc. JDA Software SAP Xxxxxxx XXX (Korala Associates) Schades-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.Heipa Dimension Data Kony Sharp Dresser Kiosk (KIS) SITA Eastcom LGN-Sys Square EPIC Logicalis Talaris Epicor Xxxxxxx TeleSource Escher Micros Systems Tolt Fujitsu Mobile Travel Technologies Toshiba TEC Getronics NRT Unisys Gilbarco Xxxxxx-Xxxx Nscglobal Useablenet Glory Oki Verifone GRG Banking Equipment Oracle Vista GRG International Panasonic Corporation Wand Hewlett Packard PAR Technology Wincor Hitachi PayPal / eBay Xpient

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, Executive shall notyou will not yourself or through others, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with without the business prior written consent of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor Chief Executive Officer of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries.NCR: (ba) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will notI FOR EMPLOYEES GRADE 18 AND ABOVE AS OF THE DATE OF THIS AGREEMENT perform services, directly or indirectly, (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 13 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); and (iv) anywhere within the United States, or in any State or territory thereof in which NCR does or did business during your NCR employment, all of which States or territories are deemed to be separately set forth here and the names of which are incorporated by reference; (a) II FOR EMPLOYEES GRADE 17 AND BELOW AS OF THE DATE OF THIS AGREEMENT perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 13 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); and (iv) within the territory where or for which you performed such services within the two years preceding your termination to the extent a specific geographic territory was assigned to you or, if no territory was assigned to you, then within a 250-mile radius from the primary office or other location where you worked during the last two years of your NCR employment; (b) perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment ; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 13 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its Subsidiaries or Affiliates, to terminate his or her employment with NCR, its Subsidiaries or Affiliates; or (d) solicit or attempt to induce solicit the business of any NCR customers or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman actively sought prospective customers with which you had material contact during the last two years of your NCR employment. “Material contact” means the Company contact between you and each customer or its subsidiaries to leave employ actively sought prospective customer (i) with which you dealt on behalf of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries)NCR, (2ii) interfere whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman as a result of the Company or its subsidiaries or (3) hire, contract your association with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other personNCR, or (5iv) accept employment with who receives products or seek remuneration services authorized by any NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsyour termination. (e) It All references to “NCR” in this Section 13 shall be deemed to include its Subsidiaries and Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and time as a Radiant Systems, Retalix Ltd, Digital Insight or Alaric Ltd. employee. (f) The covenants contained within this Section 13 are a material component of the consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the event of such a breach, in addition to NCR’s other remedies, any unvested Options will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Options that vested during the eighteen (18) months prior to the date of your termination of employment (or if applicable law mandates a maximum time that is agreed by shorter than eighteen (18) months, than for a period of time equal to the Company shorter maximum period), without regard to whether you continue to own the shares associated with such Options or not. (g) The twelve-month period set forth in this Section 13 shall be tolled and Employee that if suspended during and for the pendency of any portion violation of its terms, and for the pendency of any legal proceedings to enforce any of the covenants set forth herein, and all time that is part of or subject to such tolling and suspension shall not be counted toward the twelve-month duration of the applicable covenant. By way of example, if immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 11 are held to be invalid12, unreasonableand work for such competitor for six months before NCR obtains a judicial or arbitral order terminating or modifying that employment, arbitrary or against public policyyour twelve-month noncompetition period shall not commence until after you have commenced compliance with that order. (h) For purposes of this Agreement, then such portion of such covenants “Competing Organizations” shall be considered divisible both the following as to time of the Grant Date, including the subsidiaries and geographical areaaffiliates of each. The Company list of Competing Organizations is updated and Employee agree thatrevised from time to time, if any court and such updated lists shall be deemed a part of competent jurisdiction determines this Agreement; the specified time period current list may be obtained from the NCR Law Department or the specified geographical area applicable to this Section 11 to be invalidNCR Human Resources Department upon request, unreasonableor from the NCR Human Resources intranet website. Agilysys Hitachi-Omron Terminal Systems Pendum Xxxxxxx Xxxxxxx Phoenix Interactive Arinc. IBM Pinnacle Corporation Casio America, arbitrary or against public policyInc. IER POSitech Cenveo Intuit Retail Pro International DATA Business Forms Itautec RR Xxxxxxxx Dell, a lesser time period or geographical area which is determined to be reasonable, nonInc. JDA Software SAP Xxxxxxx XXX (Korala Associates) Schades-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.Heipa Dimension Data Kony Sharp Dresser Kiosk (KIS) SITA Eastcom LGN-Sys Square EPIC Logicalis Talaris Epicor Xxxxxxx TeleSource Escher Micros Systems Tolt Fujitsu Mobile Travel Technologies Toshiba TEC Getronics NRT Unisys Gilbarco Xxxxxx-Xxxx Nscglobal Useablenet Glory Oki Verifone GRG Banking Equipment Oracle Vista GRG International Panasonic Corporation Wand Hewlett Packard PAR Technology Wincor Hitachi PayPal / eBay Xpient

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, you will not yourself or through others, without the prior written consent of the Chief Executive shall notOfficer of NCR: (a) I FOR EMPLOYEES GRADE 18 AND ABOVE AS OF THE DATE OF THIS AGREEMENT perform services, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with the business of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise indirectly in any one fiscal year. Executive shall not engage in such prohibited activitiescapacity (including, either without limitation, as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agentowner or member of a board of directors), or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ)type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) other outside business investments in connection with products, services, systems or solutions that do are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 10 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and (iv) anywhere within the United States, or in any manner conflict with the services State or territory thereof in which NCR does or did business during your NCR employment, all of which States or territories are deemed to be rendered separately set forth here and the names of which are incorporated by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries.reference; (b) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will notperform services, directly or indirectlyindirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 10 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its Subsidiaries or Affiliates, to terminate his or her employment with NCR, its Subsidiaries or Affiliates; or (d) directly or by assisting others, solicit or attempt to induce solicit the business of any NCR customers or solicit any employeeactively sought prospective customers with which you had material contact during the last two years of your NCR employment, advisorfor purposes of providing products or services that are competitive with those provided by NCR and its Affiliates. “Material contact” means the contact between you and each customer or actively sought prospective customer (i) with which you dealt on behalf of NCR, independent contractor(ii) whose dealings with NCR were coordinated or supervised by you, consultant(iii) about whom you obtained confidential information in the ordinary course of business as a result of your association with NCR, agentor (iv) who receives products or services authorized by NCR, representative salesman the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the Company your termination. (e) All references to “NCR” in this Section 10 shall be deemed to include its Subsidiaries and Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the stock or its subsidiaries substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to leave employ the “last two years of your NCR employment” may include both time as an NCR employee and time as a Radiant Systems, Retalix Ltd, Digital Insight or Alaric Ltd. employee. (f) The covenants contained within this Section 10 are a material component of the Company consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (includingin equity, including but not limited toto money damages and injunctive relief. In the event of such a breach, making in addition to NCR’s other remedies, any negative statements unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your Termination of Employment (or communications about if applicable law mandates a maximum time that is shorter than eighteen (18) months, than for a period of time equal to the Company or its subsidiariesshorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (2g) interfere with The twelve-month period set forth in this Section 10 shall be tolled and suspended during and for the business relationship between pendency of any violation of its terms, and for the Company or its subsidiaries and pendency of any employee, advisor, independent contractor, consultant, agent, representative or salesman legal proceedings to enforce any of the Company covenants set forth herein, and all time that is part of or its subsidiaries or (3) hire, contract with or otherwise engage subject to such tolling and suspension shall not be counted toward the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman twelve-month duration of the Company or its subsidiaries for the benefit applicable covenant. By way of any other personexample, or (5) if immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 10, and work for such competitor for six months before NCR obtains a judicial or seek remuneration by any of the clients arbitral order terminating or customers of the Company or its subsidiaries modifying that employment, your twelve-month noncompetition period shall not commence until after you have commenced compliance with whom the Company or its subsidiaries did business during the term of Executive's employmentthat order. (ch) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(aSubsections (a) or and (b) of this Article II shall be extended by any length Section 10 do not apply to you if, following the termination of time during which Executive is your NCR employment, you continue to reside or work in breach of such covenantsCalifornia. (di) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements For purposes of this Agreement, “Competing Organizations” shall be the following as of the Grant Date including the subsidiaries and thataffiliates of each. The list of Competing Organizations is updated and revised from time to time, but for the agreement and such updated lists shall be deemed a part of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement; updated lists can be obtained from the NCR intranet website at: xxxxx://xxxxxxxx.xxx.xxx/index.php?option=com_content&view=frontpage&Itemid=8175. Such covenants by Executive shall be construed as agreements independent of any other provision in this AgreementFinancial Services Gilbarco Xxxxxx-Xxxx Travel ACI Worldwide GK Software Arinc. The existence of any claim or cause of action of Executive against the CompanyAlkami Hewlett-Packard Corporation IER Xxxxxxxxx Infor Mobile Travel Technologies Diebold Itasca SITA Eastcom Kiosk Info Sys (KIS) Integrated Printer Solutions FIS LOC Software Alliance (Australia) Fiserv LoyaltyLab Alpha Paper Glory Magstar App GRG Banking Equipment Manhattan Associates Cenveo GRG International M19 Retail DATA Business Forms Hitachi Microsoft Dynamics (Retail) Documotion Hitachi-Omron Term Sys (Leadus) Oracle, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. including Micros MaxStick Hyosung PAR Technology XxXxxxxxx Xxxx Xxxxx Pinnacle Corporation PMI KAL (eKorala Associates) It is agreed by the Company and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonPOSitech Xxxxx & Xxxxxxxxxx LG N-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.Sys Red Book Connect RiteMade Malauzai Retail Pro International RR Xxxxxxxx Nautilus Hyosung Retaligent Schades-Heipa OKI Revel WS Packaging Phoenix Interactive RTC Quaterion Group Telecom & Technology Q2 ShopKeep Dimension Data Vsoft Spartan Getronics Wescom Resources Group SPSS Logicalis Wincor Nixdorf Toshiba TEC Nscglobal Retail & Hospitality Tradestone Software TeleSource Aldata Unica Unisys CompuCom Useablenet NCR Services ECRS Verifone Tolt Solutions including Kyrus Epicor Vista CompuCom Escalate Wand Computer Sciences Corporation Fujitsu Wincor Nixdorf Hewlett-Packard Corporation FuturePOS

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, you will not yourself or through others, without the prior written consent of the Chief Executive shall notOfficer of NCR: (a) [I FOR EMPLOYEES GRADE 18 AND ABOVE AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with the business of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise indirectly in any one fiscal year. Executive shall not engage in such prohibited activitiescapacity (including, either without limitation, as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agentowner or member of a board of directors), (i) of the type conducted, authorized, offered, or representative provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or salesman solutions that are similar to or serve the same functions as those with respect to which you worked for any person, firm, partnership, corporation NCR within the last two years of your NCR employment; (iii) on behalf of yourself or other a person or entity so competing in competition with NCR that is not one of the Company or its subsidiaries. The restrictions of named “Competing Organizations” either on the list below in this Section 11 shall not or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and (iv) anywhere within the United States, or in any State or territory thereof in which NCR does or did business during your NCR employment, all of which States or territories are deemed to be violated separately set forth here and the names of which are incorporated by reference; (a) [II FOR EMPLOYEES GRADE 17 AND BELOW AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ)type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) other outside business investments in connection with products, services, systems or solutions that do are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in any manner conflict with this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and (iv) within the territory where or for which you performed such services to be rendered by Executive for within the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention two years preceding your termination to the business extent a specific geographic territory was assigned to you or, if no territory was assigned to you, then within a 250-mile radius from the primary office or other location where you worked during the last two years of the Company and its subsidiaries.your NCR employment; (b) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will notperform services, directly or indirectlyindirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its Subsidiaries or Affiliates, to terminate his or her employment with NCR, its Subsidiaries or Affiliates; or (d) directly or by assisting others, solicit or attempt to induce solicit the business of any NCR customers or solicit any employeeactively sought prospective customers with which you had material contact during the last two years of your NCR employment, advisor, independent contractor, consultant, agent, representative salesman for purposes of providing products or services that are competitive with those provided by NCR and its Affiliates. “Material contact” means the Company contact between you and each customer or its subsidiaries to leave employ actively sought prospective customer (i) with which you dealt on behalf of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries)NCR, (2ii) interfere whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman as a result of the Company or its subsidiaries or (3) hire, contract your association with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other personNCR, or (5iv) accept employment with who receives products or seek remuneration services authorized by any NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsyour termination. (e) It is agreed All references to “NCR” in this Section 11 shall be deemed to include its Subsidiaries and Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the Company stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and Employee that if any portion time as a Radiant Systems, Retalix Ltd, Digital Insight, or Alaric Ltd employee. (f) The covenants contained within this Section 11 are a material component of the covenants consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the event of such a breach, in addition to NCR’s other remedies, any unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your Termination of Employment (or if applicable law mandates a maximum time that is shorter than eighteen (18) months, than for a period of time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (g) The twelve-month period set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as tolled and suspended during and for the pendency of any violation of its terms, and for the pendency of any legal proceedings to enforce any of the covenants set forth herein, and all time that is part of or subject to such tolling and geographical areasuspension shall not be counted toward the twelve-month duration of the applicable covenant. The Company and Employee agree thatBy way of example, if any court immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 11, and work for such competitor for six months before NCR obtains a judicial or arbitral order terminating or modifying that employment, your twelve-month noncompetition period shall not commence until after you have commenced compliance with that order. (h) Subsections (a) and (b) of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 do not apply to you if, following the termination of your NCR employment, you continue to reside or work in California. (i) For purposes of this Agreement, “Competing Organizations” shall be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary the following as of the Grant Date including the subsidiaries and not against public policy may be enforced against Executiveaffiliates of each. The Company list of Competing Organizations is updated and Executive agree that revised from time to time, and such updated lists shall be deemed a part of this Agreement; updated lists can be obtained from the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.NCR intranet website at: xxxxx://xxxxxxxx.xxx.xxx/index.php?option=com_content&view=frontpage&Itemid=8175. Financial Services Gilbarco Xxxxxx-Xxxx Travel ACI Worldwide GK Software Arinc. Alkami Hewlett-Packard Corporation IER Xxxxxxxxx Infor Mobile Travel Technologies Diebold Itasca SITA Eastcom Kiosk Info Sys (KIS) Integrated Printer Solutions FIS LOC Software Alliance (Australia) Fiserv LoyaltyLab Alpha Paper Glory Magstar App GRG Banking Equipment Manhattan Associates Cenveo GRG International M19 Retail DATA Business Forms Hitachi Microsoft Dynamics (Retail) Documotion Hitachi-Omron Term Sys (Leadus) Oracle, including Micros MaxStick Hyosung PAR Technology XxXxxxxxx Xxxx Xxxxx Pinnacle Corporation PMI KAL (Korala Associates) POSitech Xxxxx & Xxxxxxxxxx LG N-Sys Red Book Connect RiteMade Malauzai Retail Pro International RR Xxxxxxxx Nautilus Hyosung Retaligent Schades-Heipa OKI Revel WS Packaging Phoenix Interactive RTC Quaterion Group Telecom & Technology Q2 ShopKeep Dimension Data Vsoft Spartan Getronics Wescom Resources Group SPSS Logicalis Wincor Nixdorf Toshiba TEC Nscglobal Retail & Hospitality Tradestone Software TeleSource Aldata Unica Unisys CompuCom Useablenet NCR Services ECRS Verifone Tolt Solutions including Kyrus Epicor Vista CompuCom Escalate Wand Computer Sciences Corporation Fujitsu Wincor Nixdorf Hewlett-Packard Corporation FuturePOS

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, Executive shall notyou will not yourself or through others, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with without the business prior written consent of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor Chief Executive Officer of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries.NCR: (ba) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will not[I FOR EMPLOYEES GRADE 18 AND ABOVE AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly, (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 12 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); and (iv) anywhere within the United States, or in any State or territory thereof in which NCR does or did business during your NCR employment, all of which States or territories are deemed to be separately set forth here and the names of which are incorporated by reference; (a) [II FOR EMPLOYEES GRADE 17 AND BELOW AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 12 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); and (iv) within the territory where or for which you performed such services within the two years preceding your termination to the extent a specific geographic territory was assigned to you or, if no territory was assigned to you, then within a 250-mile radius from the primary office or other location where you worked during the last two years of your NCR employment; (b) perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 12 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its Subsidiaries or Affiliates, to terminate his or her employment with NCR, its Subsidiaries or Affiliates; or (d) solicit or attempt to induce solicit the business of any NCR customers or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman actively sought prospective customers with which you had material contact during the last two years of your NCR employment. “Material contact” means the Company contact between you and each customer or its subsidiaries to leave employ actively sought prospective customer (i) with which you dealt on behalf of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries)NCR, (2ii) interfere whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman as a result of the Company or its subsidiaries or (3) hire, contract your association with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other personNCR, or (5iv) accept employment with who receives products or seek remuneration services authorized by any NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsyour termination. (e) It All references to “NCR” in this Section 12 shall be deemed to include its Subsidiaries and Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and time as a Radiant Systems employee. (f) The covenants contained within this Section 12 are a material component of the consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the event of such a breach, in addition to NCR’s other remedies, any unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your Termination of Employment (or if applicable law mandates a maximum time that is agreed by shorter than eighteen (18) months, than for a period of time equal to the Company shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (g) The twelve-month period set forth in this Section 12 shall be tolled and Employee that if suspended during and for the pendency of any portion violation of its terms, and for the pendency of any legal proceedings to enforce any of the covenants set forth herein, and all time that is part of or subject to such tolling and suspension shall not be counted toward the twelve-month duration of the applicable covenant. By way of example, if immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 11 are held to be invalid12, unreasonableand work for such competitor for six months before NCR obtains a judicial or arbitral order terminating or modifying that employment, arbitrary or against public policyyour twelve-month noncompetition period shall not commence until after you have commenced compliance with that order. (h) For purposes of this Agreement, then such portion of such covenants “Competing Organizations” shall be considered divisible both the following as to time of the Grant Date including the subsidiaries and geographical areaaffiliates of each. The Company list of Competing Organizations is updated and Employee agree thatrevised from time to time, if any court and such updated lists shall be deemed a part of competent jurisdiction determines this Agreement; the specified time period current list may be obtained from the NCR Law Department or the specified geographical area applicable to this Section 11 to be invalidNCR Human Resources Department upon request, unreasonableor from the NCR Human Resources intranet website. Agilysys Hitachi-Omron Terminal Systems Pendum Xxxxxxx Xxxxxxx Phoenix Interactive Arinc. IBM Pinnacle Corporation Casio America, arbitrary or against public policyInc. IER POSitech Cenveo Intuit Retail Pro International DATA Business Forms Itautec RR Xxxxxxxx Dell, a lesser time period or geographical area which is determined to be reasonable, nonInc. JDA Software SAP Xxxxxxx XXX (Korala Associates) Schades-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.Heipa Dimension Data Kony Sharp Dresser Kiosk (KIS) SITA Eastcom LGN-Sys Square EPIC Logicalis Talaris Epicor Xxxxxxx TeleSource Escher Micros Systems Tolt Fujitsu Mobile Travel Technologies Toshiba TEC Getronics NRT Unisys Gilbarco Xxxxxx-Xxxx nscglobal Useablenet Glory Oki Verifone GRG Banking Equipment Oracle Vista GRG International Panasonic Corporation Wand Hewlett Packard PAR Technology Wincor Hitachi PayPal / eBay Xpient

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During Executive acknowledges that in the term of Executive's employment, whether pursuant to this Agreement, any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for a period of six (6) months after the termination course of his employment with the Company, regardless of the reason for such termination, Executive shall not, directly or indirectly, enter into, engage in, be employed by or consult any business which competes Company he has become familiar with the business of Company's and its Affiliates' trade secrets and with other confidential information concerning the Company or its subsidiaries by sellingand that his services were of special, offering unique and extraordinary value to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess Affiliates. Therefore, Executive agrees that, until the later of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) one year after the ownership last day that Executive serves the Company as a special advisor or director (if he serves in either of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), such capacities) or (ii) other outside business investments that do May 15, 2000 (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner conflict engage in any business competing with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiariesSubsidiaries or any businesses with which the Company or its Subsidiaries have firm plans to engage in on the date of this Agreement; provided, however, that Executive may perform services for American Express and its affiliates in accordance with past practice; provided, further, that in no event will such services be performed in connection with American Express and its affiliates' leisure travel services businesses (consumer or wholesale) in existence during the Noncompete Period. (b) During his employment with the Company and, except as may be otherwise herein provided, Noncompete Period and for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will not, directly or indirectly, one (1) induceyear thereafter, solicit Executive shall not directly or indirectly through another entity (i) induce or attempt to induce or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman senior management employee of the Company or its subsidiaries any Subsidiary or, to the actual knowledge of the Executive, any other 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, vendor, licensee or other business relation of the Company or any Subsidiary to cease doing business with the Company or such Subsidiary, or to modify its subsidiaries or otherwise severe or terminate such person's business relationship with the Company in a manner adverse to the Company or its subsidiaries (including, but not limited to, making any negative statements Subsidiary or communications about in any way disparage the Company or its subsidiaries)Subsidiaries to any such customer, (2) interfere with the supplier, vendor, licensee or business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman relation of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5) accept employment with or seek remuneration by any of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employmentSubsidiary. (c) The period If, at the time of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) enforcement of Section 1.11 or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements 1.12 of this Agreement, and thata court holds that the restrictions stated herein are unreasonable under circumstances then existing, but the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the agreement stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive's services are unique and because Executive has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of Executive to comply with such covenantsthis Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company would not have agreed or its successors or assigns may, in addition to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision rights and remedies existing in this Agreement. The existence of any claim or cause of action of Executive against the Companytheir favor, whether predicated on this Agreement, or otherwise, shall not constitute a defense apply to the enforcement by the Company of such covenants. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the specified time period provisions hereof (without posting a bond or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Companyother security).

Noncompetition and Nonsolicitation. Executive hereby acknowledges thatYou acknowledge that following the termination of your employment from NCR, during and solely as you will be in a result of his employment by the Company, he has received and shall continue position to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by compete unfairly with the Company as a result of Executive's the confidential information, trade secrets, and knowledge about NCR’s business, operations, customers, employees and trade connections that you have acquired or will acquire in connection with your employment. You therefore agree to enter into the restrictions in this Agreement for the purpose of protecting NCR’s business interests and the confidential information, as outlined in goodwill and the previous sentencestable trained workforce of NCR and its subsidiaries and affiliates, Executive hereby agrees as follows: including but not limited to any parent companies or subsidiaries (a) During collectively for purposes of this Section, “NCR”). In exchange for the term of Executive's employment, whether consideration you are receiving pursuant to the terms of this Agreement, including without limitation the potential future vesting of equity awards under this Agreement (for avoidance of doubt, the obligations herein shall bind you without regard to whether any automatic equity has vested as of the time of any violation of the terms of this Section), you agree that during your employment with NCR and for a twelve-month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six time equal to that shorter maximum period) (6) months after the termination of his employment with the Company“Restricted Period”), regardless of the reason for such termination, you will not yourself or through others, without the prior written consent of the Chief Executive shall notOfficer of NCR: (a) perform services, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with the business of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise indirectly in any one fiscal year. Executive shall not engage in such prohibited activitiescapacity (including, either without limitation, as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agentowner or member of a board of directors), or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ)type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) other outside business investments in connection with products, services, systems or solutions that do are similar to or serve substantially the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 10 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and (iv) anywhere within the United States, or in any manner conflict with State or territory thereof, if you worked in the services United States at any time within your last two years of NCR employment, or in any country in which NCR does or did business during your NCR employment and in which you worked at any time within your last two years of NCR employment, all of which States, territories or countries are deemed to be rendered separately set forth here and the names of which are incorporated by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries.reference; (b) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will notperform services, directly or indirectlyindirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (1i) induceof the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve substantially the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 10 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); (c) directly or indirectly (including without limitation assisting third parties) recruit, hire or solicit, or attempt to recruit, hire or solicit any employee of NCR, or induce or attempt to induce any employee of NCR, to terminate his or her employment with NCR; (d) directly or by assisting others, solicit or attempt to induce solicit the business of any NCR customers or solicit any employeeprospective customers with which you had material contact during the last two years of your NCR employment, advisorfor purposes of providing products or services that are competitive with those provided by NCR and its Affiliates. “Material contact” means the contact between you and each customer or prospective customer (i) with which you dealt on behalf of NCR, independent contractor(ii) whose dealings with NCR were coordinated or supervised by you, consultant(iii) about whom you obtained confidential information in the ordinary course of business as a result of your association with NCR, agentor (iv) who receives products or services authorized by NCR, representative salesman the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the Company your termination. (e) All references to “NCR” in this Section 10 shall be deemed to include its Subsidiaries and Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the stock or its subsidiaries substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to leave employ the “last two years of your NCR employment” may include both time as an NCR employee and time as a Retalix Ltd or Digital Insight employee. (f) The covenants contained within this Section 10 are a material component of the Company consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (includingin equity, including but not limited toto money damages and injunctive relief. In the event of such a breach, making in addition to NCR’s other remedies, any negative statements unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your Termination of Employment (or communications about if applicable law mandates a maximum time that is shorter than eighteen (18) months, then for a period of time equal to the Company or its subsidiariesshorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (2g) interfere with The Restricted Period shall be tolled and suspended during and for the business relationship between pendency of any violation of its terms, and for the Company or its subsidiaries and pendency of any employee, advisor, independent contractor, consultant, agent, representative or salesman legal proceedings to enforce any of the Company covenants set forth herein, and all time that is part of or its subsidiaries or (3) hire, contract with or otherwise engage subject to such tolling and suspension shall not be counted toward the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman twelve-month duration of the Company or its subsidiaries for the benefit Restricted Period. By way of any other personexample, or (5) if immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 10, and work for such competitor for six months before NCR obtains a judicial or seek remuneration by arbitral order terminating or modifying that employment, your twelve-month noncompetition period shall not commence until after you have commenced compliance with that order. This subsection (g) shall not have any of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employmenteffect and shall be deemed omitted from this Agreement in any jurisdiction that prohibits such tolling provisions. (ch) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(aSubsections (a) or and (b) of this Article II Section 10 do not apply to you if, following the termination of your NCR employment, you continue to reside or work in California, or if you continue to reside or work in a country that mandates, as a non-waiveable condition, continued pay during the Restricted Period, unless NCR advises you it will tender such pay, which shall be extended in the minimum amount required by any length of time during which Executive is in breach of such covenantslocal law. (di) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements For purposes of this Agreement, “Competing Organizations” shall be the following as of the Grant Date including the subsidiaries and affiliates of each. Please note that non-competition provisions in this or other NCR agreements or plans are not limited to the identified Competing Organizations, and that other companies may qualify as competitors under other provisions of the NCR plans or agreements, including this Agreement, and that NCR employees may be restricted from accepting employment or other work from such other companies, subject to the terms of the relevant NCR plan or agreement. The list of Competing Organizations is updated and revised from time to time, and such updated lists shall be deemed a part of this Agreement; updated lists can be obtained from the NCR intranet website at: xxxxx://xxxxxxxx.xxx.xxx/index.php?option=com_content&view=frontpage&Itemid=8175. ACI Worldwide GK Software Oracle (including Micros) Aldata Global Payments PAR Technology Alkami Glory Pinnacle Corporation Alliance (Australia) GRG Banking Equipment PMI Allure Global Solutions, Inc. GRG International Q2 Alpha Paper Hewlett-Packard Corporation QSR Automations Altametrics Hewlett-Packard Enterprises Xxxxx & Schlinmann App Hitachi Retail Pro International Appetize Hitachi-Omron Term Sys(Leadus) Retaligent APTOS Hot Schedules Revel Arinc. HP Inc. RiteMadec Bematech- See TOTVS SA IBM Corporation XX Xxxxxxxx Xxxxxxxxx IER RTC Quaterion Group Xxxxxxxxx/Pendum Infor Schades-Heipa Bypass Itasca ShopKeep Cenveo Xxxx Xxxxx XXXXX CompuCom KAL (Korala Associates) SITA Computer Sciences Corporation Kiosk Info Sys (KIS) Spartan Crunchtime Kyrus – See Tolt Industries SPSS Cuscapi Leadus – See Hitachi Task Retail DATA Business Forms LG N-Sys TeleSource Diebold/Wincor Nixdorf LOC Software Tillster Dimension Data Logicalis Toast POS Documotion LoyaltyLab Tolt Eastcom M19 Retail Tolt Solutions (including Kyrus) ECRS Magstar Toshiba TEC eRestaurant Systems Malauzai TOTVS SA (including Bematech) Escalate Manhattan Associates Unisys FIS MaxStick Vista Fiserv McDermott Vsoft Fourth Ltd Micros – See Oracle Wescom Resources Group Fujitsu Mobile Travel Technologies Wincor-Nixdorf – See Diebold FuturePOS Nautilus Hyosung WS Packaging Getronics Nscglobal Zonal Retail Data Gilbarco Xxxxxx-Xxxx OKI (j) In the event that you receive an offer of employment or a request to provide services from an organization specified above or described above, either during your employment or during the term of the Restrictive Period, you shall provide immediately to such person, company or other entity a full and accurate copy of this Agreement and advise him/her or it of your obligations under it. (k) The restrictions contained in this Agreement are acknowledged by the parties to be reasonable in all respects. Each clause constitutes an entirely separate and independent restriction and the duration, extent and application of each of the restrictions are no greater than is necessary for the protection of NCR’s interests. If any portion of this Section 10 is held unenforceable, it shall be severed and shall not affect any other part of this Agreement. (l) This Agreement is entered into electronically. You hereby waive any local requirement, to the extent one exists or may exist, of original ink signatures on paper documents. (m) The governing law clause of this Agreement, for employees who work or reside outside the United States, shall be deemed to be the law of the country where such employee works for NCR (as defined above, including its subsidiaries and affiliates). (n) In any country outside the United States where liquidated damages are recoverable under local law, in the event that you breach the covenants in this Section 10, you acknowledge that NCR will suffer irreparable damage, and you promise to pay NCR on demand damages in a sum equal to the amount of six months of your salary that was in effect when your NCR employment ended. You acknowledge that this sum represents a reasonable estimate of damages that NCR will suffer, and that, but for the agreement of Executive to comply with such covenantswhere local law allows, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsNCR may seek additional compensatory damages. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.

Noncompetition and Nonsolicitation. Executive hereby acknowledges thatDuring the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, during and solely or for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a result of his employment by the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as followstimely basis: (a) During the term of Executive's employment, whether pursuant to this Agreement, any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for a period of six (6) months after the termination of his employment with the Company, regardless of the reason for such termination, Executive Officer shall not, without the prior written consent of Corporation, directly or indirectly, enter intoown, engage inmanage, operate, control, be employed by connected with as an officer, employee, partner, consultant or consult otherwise, or otherwise engage or participate in any corporation or other business which competes with entity engaged in the business of the Company or its subsidiaries by buying, selling, offering to selldeveloping, soliciting offers to buybuilding and/or managing real estate facilities for the medical, or producing, or by consulting with others concerning healthcare and retirement sectors of the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the restriction on nature of Corporation’s activities cannot be confined to a limited area. Accordingly, Officer agrees that the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions geographic scope of this Section 11 5 shall not be violated by (i) include the United States of America. Notwithstanding the foregoing, the ownership by Officer of no more less than 2% of any class of the outstanding securities capital stock of any company whose stock corporation conducting such a competitive business which is regularly traded on a national securities exchange or is quoted in the Automated Quotation System over-the-counter market shall not be a violation of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiariesforegoing covenant. (b) During his employment Simultaneously with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless Effective Date and upon each anniversary of the reason for such terminationEffective Date, Executive agrees he will refrain from and will not, directly or indirectly, (1) induce, solicit or attempt to induce or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman Officer shall notify the Chairman of the Company or its subsidiaries to leave employ of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries), (2) interfere with the business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5) accept employment with or seek remuneration by any of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light Compensation Committee of the nature and extent of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the outstanding class of such securities. (c) Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the geographical location of such customer, client, tenant or account, nor shall Officer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in any business conducted by similar to or in competition with that of Corporation. Officer hereby acknowledges and agrees that the Companyprovisions set forth in this Section 5 constitute a reasonable restriction on his ability to compete with Corporation and will not adversely affect his ability to earn income sufficient to support himself and/or his family. (d) The parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this covenant are unenforceable, such determination shall not render the entire covenant unenforceable. Rather, the excessive aspects of the covenant shall be reduced to the threshold which is enforceable, and the remaining aspects shall not be affected thereby.

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, Executive shall notyou will not yourself or through others, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with without the business prior written consent of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor Chief Executive Officer of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries.NCR: (ba) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will notperform services, directly or indirectly, (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of February 2012 is set forth below in subparagraph (g)); and (iv) anywhere within the United States, or in any State or territory thereof in which NCR does or did business during your NCR employment, all of which States or territories are deemed to be separately set forth here and the names of which are incorporated by reference; (b) perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 12 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of February 2012 is set forth below in subparagraph (g)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its subsidiaries or affiliates, to terminate his or her employment with NCR, its subsidiaries or affiliates; or (d) solicit or attempt to induce solicit the business of any NCR customers or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman actively sought prospective customers with which you had material contact during the last two years of your NCR employment. “Material contact” means the Company contact between you and each customer or its subsidiaries to leave employ actively sought prospective customer (i) with which you dealt on behalf of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries)NCR, (2ii) interfere whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman as a result of the Company or its subsidiaries or (3) hire, contract your association with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other personNCR, or (5iv) accept employment with who receives products or seek remuneration services authorized by any NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsyour termination. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth All references to “NCR” in this Section 11 12 shall be deemed to include its subsidiaries and affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and time as a Radiant Systems employee. (f) The covenants contained within this Section 12 are held a material component of the consideration for this agreement. If you breach any of these covenants, NCR shall be entitled to be invalidall of its remedies at law or in equity, unreasonable, arbitrary or against public policy, then such portion including but not limited to money damages and injunctive relief. In the event of such covenants a breach, in addition to NCR's other remedies, any unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your termination of employment (or if applicable law mandates a maximum time that is shorter than eighteen (18) months, than for a period of time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (g) For purposes of this Agreement, “Competing Organizations” shall be considered divisible both the following as to time and geographical areaof February 2012. The Company list of Competing Organizations is updated and Employee agree thatrevised from time to time, if any court and such updated lists shall be deemed a part of competent jurisdiction determines this Agreement; the specified time period current list may be obtained from the NCR Law Department or the specified geographical area applicable to this Section 11 to be invalidNCR Human Resources Department upon request, unreasonableor from the NCR Human Resources intranet website. Agilysys Hyosung Pinnacle Corporation Amadeus IBM POSitech Arinc. IER Redbox Casio America, arbitrary or against public policyInc. Intuit Retail Pro International Coinstar/Redbox Itautec Retalix Dell, a lesser time period or geographical area which is determined to be reasonable, nonInc. JDA Software Schades-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.Heipa Xxxxxxx XXX (Korala Associates) Sharp Dresser Kiosk (KIS) SITA Eastcom LGN-Sys Sonic Solutions EPIC Xxxxxxx Talaris Epicor Micros Systems Tolt Fujitsu Nashua Unisys Getronics Netflix Verifone Gilbarco Xxxxxx-Xxxx NRT Vista Glory Oki Wand GRG Banking Equipment Panasonic Corporation Wincor Hewlett Packard PAR Technology Corporation Xpient Hitachi Pendum

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, Executive shall notyou will not yourself or through others, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with without the business prior written consent of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor Chief Executive Officer of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries.NCR: (ba) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will notperform services, directly or indirectly, (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 12 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of February 2012 is set forth below in subparagraph (g)); and (iv) within the territory where or for which you performed such services within the two years preceding your termination to the extent a specific geographic territory was assigned to you or, if no territory was assigned to you, then within a 250-mile radius from the primary office or other location where you worked during the last two years of your NCR employment; (b) perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of February 2012 is set forth below in subparagraph (g)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its subsidiaries or affiliates, to terminate his or her employment with NCR, its subsidiaries or affiliates; or (d) solicit or attempt to induce solicit the business of any NCR customers or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman actively sought prospective customers with which you had material contact during the last two years of your NCR employment. “Material contact” means the Company contact between you and each customer or its subsidiaries to leave employ actively sought prospective customer (i) with which you dealt on behalf of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries)NCR, (2ii) interfere whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman as a result of the Company or its subsidiaries or (3) hire, contract your association with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other personNCR, or (5iv) accept employment with who receives products or seek remuneration services authorized by any NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsyour termination. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth All references to “NCR” in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as deemed to time include its subsidiaries and geographical area. The Company affiliates, and Employee agree thatreferences to “NCR employment” shall be deemed to include your employment, if any court any, by a company the stock or substantially all the assets of competent jurisdiction determines which NCR has acquired. As a non-limiting example, a reference to the specified “last two years of your NCR employment” may include both time period or the specified geographical area applicable to as an NCR employee and time as a Radiant Systems employee. (f) The covenants contained within this Section 11 are a material component of the consideration for this agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the event of such a breach, in addition to NCR's other remedies, any unvested Stock Units will be invalidimmediately forfeited and deemed canceled, unreasonableand you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your termination of employment (or if applicable law mandates a maximum time that is shorter than eighteen (18) months, arbitrary than for a period of time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or against public policynot. (g) For purposes of this Agreement, “Competing Organizations” shall be the following as of February 2012. The list of Competing Organizations is updated and revised from time to time, and such updated lists shall be deemed a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy part of this Agreement; the current list may be enforced against Executiveobtained from the NCR Law Department or the NCR Human Resources Department upon request, or from the NCR Human Resources intranet website. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.Agilysys Hyosung Pinnacle Corporation Amadeus IBM POSitech Arinc. IER Redbox Casio America, Inc. Intuit Retail Pro International Coinstar/Redbox Itautec Retalix Dell, Inc. JDA Software Schades-Heipa Xxxxxxx XXX (Korala Associates) Sharp Dresser Kiosk (KIS) SITA Eastcom LGN-Sys Sonic Solutions EPIC Xxxxxxx Talaris Epicor Micros Systems Tolt Fujitsu Nashua Unisys Getronics Netflix Verifone Gilbarco Xxxxxx-Xxxx NRT Vista Glory Oki Wand GRG Banking Equipment Panasonic Corporation Wincor Hewlett Packard PAR Technology Corporation Xpient Hitachi Pendum

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special Purchaser entering into the transactions described herein and unique opportunities afforded performing its obligations hereunder, the Seller hereby agrees that: 6.1 During the Non-Competition Period, the Seller shall not, and shall procure that each of its controlled Affiliates do not, directly own any interest in, manage, control, participate in (whether as an owner, operator, manager, officer, director, employee, investor, agent, representative or otherwise), consult with, render services (including through outsourcing, or as an agent or otherwise) for or otherwise engage in or provide assistance to Executive by the Company as a result of Executive's employment, as outlined any Competing Business anywhere in the previous sentenceworld; provided, Executive hereby agrees however, nothing herein shall prohibit the Seller from being a passive owner of not more than 5% of the outstanding shares of any corporation which is publicly traded, so long as follows:the Seller has no active participation in the business of such corporation; provided, further that nothing herein shall restrict the Seller or its controlled Affiliates from acquiring an interest in any business which would otherwise constitute a Competing Business, and then owning and operating such Competing Business, where each of the annual revenues and net profit, respectively, of such acquired business that constitute a Competing Business are less than 15% of the aggregate annual revenues and net profit, respectively, of such acquired business. 6.2 During the Non-Solicitation Period, no Seller shall, directly or indirectly through another entity, (a) During the term of Executive's employment, whether pursuant intentionally induce or attempt to this Agreement, induce any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for a period of six (6) months after the termination of his employment with the Company, regardless of the reason for such termination, Executive shall not, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with the business employee of the Company or any of its subsidiaries by selling, offering Subsidiaries to sell, soliciting offers to buy, or producing, or by consulting with others concerning leave the selling or producing of, any product substantially similar to those now sold or produced by employ of the Company or any of its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale productionSubsidiaries, or by engaging in transactions with (b) hire any person who was a vendor Key Employee of merchandise to the Company or any of its subsidiariesSubsidiaries within 180 days prior to the time such Key Employee is hired by the Seller or such entity, or (c) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or lessor of the Company or any of its Subsidiaries to cease or refrain from doing business with the Company or any of its Subsidiaries. 6.3 The Purchaser and the Seller acknowledge and agree that the covenants set forth in this Article VI are reasonable with respect to period, geographical area and scope. Notwithstanding anything in this Article VI to the contrary, if at any time, in any arbitral proceeding, any of the restrictions stated in this Article VI are found pursuant to Section 12.1 to be unreasonable or otherwise unenforceable under circumstances then existing, the Seller agrees that the period, scope and/or geographical area, as the case may be, shall be reduced to the extent necessary to enable the arbitral tribunal to enforce the restrictions to the extent such provisions are allowable under law, giving effect to the agreement and intent of the Parties that the restrictions contained herein shall be effective to the fullest extent permissible. The Seller acknowledges and agrees that money damages may not be an adequate remedy for any breach or threatened breach of the provisions of this Article VI and that, in such event, the Purchaser and/or its respective successors or assigns shall, in addition to any other rights and remedies existing in their favor, be entitled to specific performance, injunctive and/or other relief from any arbitral tribunal of competent jurisdiction in order to enforce or prevent any violations of the provisions of this Article VI (including the extension of the Non-Competition Period or Non-Solicitation Period applicable to the Seller by a period equal to the length of the arbitral proceedings necessary to stop such violation); provided that the restriction on Seller is found to have been in violation of the ability to deal with a vendor provisions of this Article VI. Any injunction shall not apply to dealing with be available without the posting of any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation bond or other entity so competing with the Company or its subsidiariessecurity. The Seller agrees that the restrictions contained in this Article VI are reasonable in all respects and are necessary to protect the goodwill of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiariesSubsidiaries and are an integral part of Purchased Price to be paid hereunder. 6.4 The Seller agrees that the foregoing restrictions are entered into in its capacity as the Seller hereunder (b) During his employment with i.e., the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless transferor of the reason for such terminationAcquired Shares) and are in addition to any non-compete, Executive agrees he will refrain from non-solicitation or related restrictions contained in any employment agreement between the Seller or its Affiliates and will not, directly or indirectly, (1) induce, solicit or attempt to induce or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman of the Company or its subsidiaries to leave employ of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries), (2) interfere with the business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5) accept employment with or seek remuneration by any of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employmentAffiliates. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.

Noncompetition and Nonsolicitation. Executive The Employee hereby acknowledges that, during and solely as a result of his her employment by the CompanyEmployer and/or the Employer's affiliate, he has she may have received and shall continue to receive receive: (1) special training and education with respect to the operations of a retail clothing chain and other related matters, and (2) access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive the Employee by the Company Employer as a result of Executivethe Employee's employment, as outlined in the previous sentence, Executive the Employee hereby agrees as follows: (a) During the term of Executivethe Employee's employment, whether pursuant to this Agreement, any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for a period of six two (62) months years after the termination of his her employment with the CompanyEmployer, regardless of the reason for such termination, Executive the Employee shall not, directly or indirectly, enter into, engage in, be employed by or consult with any business which competes with the business of the Company or its subsidiaries Employer by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries Employer or included in the product lines then developed by the Company or its subsidiaries Employer for sale or production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiariesEmployer; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries Employer has not purchased or is not expected to purchase in excess of $25,000.00 250,000 of merchandise in any one fiscal year. Executive The Employee shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiariesEmployer. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive the Employee for the Company and its subsidiaries Employer and that do not diminish or detract from Executivethe Employee's ability to render his her required attention to the business of the Company and its subsidiariesEmployer. (b) During his her employment with the Company Employer and, except as may be otherwise herein provided, for a period of six two (62) months years following the termination of his her employment with the CompanyEmployer, regardless of the reason for such termination, Executive the Employee agrees he she will refrain from and will not, directly or indirectly, (1) induceas an individual, solicit or attempt to induce or solicit any partner, officer, director, stockholder, employee, advisor, independent contractor, consultant, agent, representative salesman of the Company or its subsidiaries to leave employ of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries), (2) interfere with the business relationship between the Company or its subsidiaries and any employee, advisor, independent contractorjoint venturer, consultant, agent, representative representative, salesman or salesman otherwise (1) solicit any of the Company or its subsidiaries employees of the Employer to terminate their employment or (3) hire, contract with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (52) accept employment with or seek remuneration by any of the clients or customers of the Company or its subsidiaries Employer with whom the Company or its subsidiaries Employer did business during the term of Executivethe Employee's employment. (c) The period of time during which Executive the Employee is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive the Employee is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive the Employee to comply with such covenants, the Company Employer would not have agreed to enter into this Agreement. Such covenants by Executive the Employee shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive the Employee against the CompanyEmployer, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company Employer of such covenants. (e) It is agreed by the Company Employer and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company Employer and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Executivethe Employee. The Company Employer and Executive the Employee agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the CompanyEmployer.

Noncompetition and Nonsolicitation. Executive hereby acknowledges (a) As an inducement for Buyer to enter into this Agreement and as additional consideration to be paid to Sellers, each Seller and each beneficiary of a Seller that is a trust agrees that, during and solely as a result of his employment by the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (ai) During the term of Executive's employment, whether pursuant to this Agreement, any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for a period of six five (65) months years after the termination Closing Date, he, she or it will not, and will cause each of his employment with the Company, regardless of the reason for such termination, Executive shall not, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with the business of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall her Related Persons not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries. (b) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will notto, directly or indirectly, (1A) induceentice, solicit induce or attempt to induce cause any officer or solicit employee of any employee, advisor, independent contractor, consultant, agent, representative salesman of the Acquired Company to terminate his or her employment with any Acquired Company or its subsidiaries to leave (B) hire or employ of the Company any such officer or its subsidiaries employee or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries), (2) interfere with the business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5) accept individual whose employment with any Acquired Company ended less than one hundred eighty (180) days prior to such hiring or seek remuneration by any of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (cii) The for a period of time during which Executive is prohibited from engaging in certain five (5) years after the Closing Date, he, she or it will not, and will cause each of his or her Related Persons not to, directly or indirectly, solicit, with respect to Mining Activities, the business practices pursuant to Sections 11(aof any customer of any of the Acquired Companies; and (iii) at any time, he, she or it will not, and will cause each of his or her Related Persons not to, disparage Buyer or any of the Acquired Companies or any stockholder, director, officer, employee or agent of Buyer, its subsidiaries or the Acquired Companies. (b) As an additional inducement for Buyer to enter into this Agreement and as additional consideration to be paid to Sellers, each Seller and each beneficiary of a Seller that is a trust (other than Xxx Xxxx, Xxxx Xxxxxx, Xxxx Xxxxxxxxxxx and Xxxx Worth, each of whom is expressly addressed below) agrees that for a period of five (5) years after the Closing Date, he, she or it will not, and will cause each of his or her Related Persons not to, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by (except as set forth in Part 5.11 of the Disclosure Letter), associated with or in any manner connected with, or render services or advice or other aid to, or guarantee any obligation of, any Person engaged in or planning to become engaged in Mining Activities within the Midwestern Coal Basin (defined herein as that geographic area designated on Schedule 5.11) or any other business whose activities compete in whole or in part with the business in which any of the Acquired Companies were engaged prior to the Closing within the Midwestern Coal Basin; (c) As an additional inducement for Buyer to enter into this Article II Agreement and as additional consideration to be paid to Sellers, Xxx Xxxx agrees that for a period of five (5) years after the Closing Date, he will 40 not, and will cause each of his Related Persons not to, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, or render services or advice or other aid to, or guarantee any obligation of, any Person engaged in or planning to become engaged in Mining Activities within the Midwestern Coal Basin or any other business whose activities compete in whole or in part with the business in which any of the Acquired Companies were engaged prior to the Closing within the Midwestern Coal Basin; provided, however, that after the first anniversary of the Closing Date, Xxx Xxxx shall be extended by any length of time during which Executive is permitted to engage or invest in, own, manage, finance or control a business solely engaged in breach of such covenants.reclamation activities (as opposed to Mining Activities); (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but As an additional inducement for the agreement of Executive to comply with such covenants, the Company would not have agreed Buyer to enter into this AgreementAgreement and as additional consideration to be paid to Sellers, each of Xxxx Xxxxxx, Xxxx Xxxxxxxxxxx and Xxxx Worth agrees that for a period of three (3) years after the Closing Date, he will not, and will cause each of his Related Persons not to, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected with, or render services or advice or other aid to, or guarantee any obligation of, any Person engaged in or planning to become engaged in Mining Activities within the Midwestern Coal Basin or any other business whose activities compete in whole or in part with the business in which any of the Acquired Companies were engaged prior to the Closing within the Midwestern Coal Basin; (e) Each Seller, beneficiary of a Seller that is a trust or Related Person (a “Covered Party”) acknowledges that, in the event of a breach (as mutually agreed or as judicially determined) by any Covered Party of any covenant set forth in this Section 5.11, the term of such covenant will be extended by the period of the duration of such breach. Such Each Covered Party acknowledges that all of the restrictions in this Section 5.11 are reasonable in all respects, including duration, geographic territory and scope of activity restricted. Each Covered Party agrees that each of the covenants by Executive contained in this Section 5.11 shall be construed as separate agreements independent of any other provision in of this AgreementAgreement or of any other agreement between Sellers and Buyer or any other entity. The Each Covered Party agrees that the existence of any claim or cause of action of Executive by any Covered Party against the CompanyBuyer or any other entity, whether predicated on this Agreement, Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth and restrictions contained in this Section 11 5.11. Each Covered Party acknowledges that the breach, or threatened breach, by any Covered Party of the provisions of this Agreement shall cause irreparable harm to Buyer, which harm cannot be fully redressed by the payment of damages to Buyer. Each Covered Party acknowledges that the duration and terms of this Section 5.11 are held to be invalidreasonable under the circumstances. Accordingly, unreasonable, arbitrary or against public policy, then such portion of such covenants Buyer shall be considered divisible both as entitled, in addition to time and geographical areaany other right or remedy it may have at law or in equity, to an injunction enjoining or restraining a Covered Party from any breach or threatened breach of this Agreement. The Company and Employee agree that, if Each Covered Party hereby waives the defense in any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which equitable proceeding that there is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Companyan adequate remedy at law for any such breach.

Noncompetition and Nonsolicitation. Executive hereby As further inducement for (i) the Company to enter into the Purchase Agreement and to issue the Employee Equity Interest to Employee, the benefits of which Employee acknowledges thatconstitute good and valuable consideration for the Employee’s entrance into this Agreement, during (ii) Choice to enter into the Loan Agreement and solely as a result of his employment by the other Loan Documents and make the Choice Loan to the Company, he has received the benefits of which Employee acknowledges constitute good and shall continue valuable consideration for the Employee’s entrance into this Agreement, (iii) the Company to receive access provide the compensation and other benefits set forth in Section 1, (iv) the Company to confidential information provide the Confidential Information to Employee during the Employment Term, and business and professional contacts. In consideration (v) the Company to provide the Employee with one (1) year severance pay equal to the total compensation the Employee would have earned for the period of one (1) year after termination of the special and unique opportunities afforded to Executive by the Company as a result of Executive's Employee’s employment, as outlined in the previous sentence, Executive hereby Employee agrees as followsthat: (a) During the term of Executive's employment, whether pursuant to this Agreement, any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for For a period of six one (61) months year after the termination of his the Employee’s employment with and specifically conditioned upon full payment and satisfaction by the Company of the Xxx Promissory Note, (“Covenant Period”), and specifically conditioned upon the allowance of existing ownership interests of Employee that have been disclosed to Company: (i) Employee shall not, directly engage or own, manage, operate, control or participate in the ownership, management or control of, be employed by, or render services, or guarantee any obligation of, any Person (other than the Company and its Affiliates) engaged in or planning to become engaged in any business (as defined in the Company’s Form 10KSB for the year ending December 31, regardless 2007 and as conducted by the Target) of the reason for Company anywhere in the United States; provided, however, that Employee may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without otherwise participating in the management or activities of such termination, Executive enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; and (ii) Employee shall not, directly or indirectly, enter into(A) induce or attempt to induce any employee or independent contractor of the Company to leave the employ of Company; or (B) induce or attempt to induce any customer, engage insupplier, be employed by licensee, licensor, franchisee, consultant or consult any other Person to cease doing business which competes with the business Company or in any way interfere with the relationship between the Company and any Person who has been a customer, supplier, licensee, licensor, franchisee or consultant of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, Company at any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries. (b) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will not, directly or indirectly, (1) induce, solicit or attempt to induce or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman of the Company or its subsidiaries to leave employ of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries), (2) interfere with the business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5) accept employment with or seek remuneration by any of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business time during the term of Executive's employmentCovenant Period. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.

Noncompetition and Nonsolicitation. Executive (a) Seller hereby acknowledges thatagrees that for the period beginning as of the Closing Date and continuing up to and including the fifth anniversary of the Closing Date (the "Noncompete Period"), during and solely as a result of his employment by the CompanySeller shall not, he has received and shall continue to receive access to confidential information and not cause or permit any of its Affiliates to, (i) engage in a Competing Business in the Territory or (ii) have any direct or indirect interest, whether as an investor, lender, partner, stockholder, trustee or consultant, in, or provide substantial assistance to, any corporation, partnership or other business and professional contacts. In consideration entity or enterprise (wherever located) which engages in a Competing Business in the Territory; provided that in the event the Option is not exercised nothing herein shall, for the avoidance of doubt, restrict the ownership of the special Tampa Terminal Facility by Seller or any of its Affiliates or the operation of the Tampa Terminal Facility by any Person other than Seller or any of its Affiliates; and unique opportunities afforded to Executive by provided further that nothing herein shall restrict the Company as a result ability of Executive's employment, as outlined Seller or any of its Subsidiaries from engaging in the previous sentence, Executive hereby agrees as followsfollowing activities during the Noncompete Period: (1) sales of Portland cement and slag into the Territory from the terminal located in Jacksonville, Florida, in an amount not to exceed 25,000 short tons in the first year of the Noncompete Period, 25,000 short tons in the second year of the Noncompete Period, 50,000 short tons in the third year of the Noncompete Period, 50,000 short tons in the fourth year of the Noncompete Period or 75,000 short tons in the fifth year of the Noncompete Period; or (2) the ownership of capital stock or other equity interests of any Person (wherever located) which engages in a Competing Business if (a) During the term of Executive's employment, whether pursuant to this Agreement, any automatic such capital stock or other renewal hereof or otherwiseequity interests are publicly traded, and, except as may be otherwise herein provided, for a period of six and (6b) months after the termination of his employment with the Company, regardless of the reason for such termination, Executive shall notSeller, directly or indirectly, enter intois the beneficial owner of not more than five percent (5%) of such Person's outstanding capital stock or other equity interests, engage so long as Seller does not control such Person; or (3) the acquisition and continued operation of any Person or assets or business (wherever located) which conducts, participates or engages in, be employed by or consult any business which competes with the business of the Company owns or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included has an interest in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiariesCompeting Business. (b) During his the period beginning as of the Closing Date and continuing up to and including the first anniversary of the Closing Date (the "Nonsolicitation Period"), Seller shall not, and shall not cause or permit any of its Subsidiaries or their executive officers to, solicit for employment with Seller or any of its Subsidiaries any Person then employed by the Company and, except as may be otherwise herein or Buyer and who was also employed by the Company or Buyer on the Closing Date; provided, however, that the foregoing shall not restrict or preclude Seller or its Subsidiaries or their executive officers from making generalized searches for a period employees by use of six advertisements in the media (6including trade media and the internet) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will not, directly or indirectly, (1) induce, solicit or attempt to induce or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman by engaging search firms which are not focused on employees of the Company or its subsidiaries to leave employ of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries), (2) interfere with the business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5) accept employment with or seek remuneration by any of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employmentBuyer. (c) The period of Notwithstanding anything in this Section 5.7 to the contrary, if at any time during which Executive is prohibited from engaging a court holds that the restrictions stated in certain business practices pursuant to Sections 11(aSection 5.7(a) or (bSection 5.7(b) of this Article II shall are unreasonable or otherwise unenforceable under circumstances then existing, the Parties agree that the maximum period, scope or geographical area determined to be extended reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Seller acknowledges and agrees that money damages may not be an adequate remedy for any length of time during which Executive is in breach or threatened breach of such covenants. (dthe provisions of Section 5.7(a) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(aor Section 5.7(b) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive in such event, Buyer or its successors or assigns may, in addition to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision rights and remedies existing in this Agreement. The existence of any claim or cause of action of Executive against the Companyits favor, whether predicated on this Agreement, or otherwise, shall not constitute a defense apply to the enforcement by the Company of such covenants. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines for specific performance, injunctive and/or other relief in order to enforce or prevent any violations of the specified time period or the specified geographical area applicable to provisions of this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company5.

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. (a) In consideration of the special payment of the Merger Consideration, during the period of five years (the “Noncompete Period”) commencing on the date of the Closing, neither Mxx X. Xxxxxxx nor Rxxxxxx X. Xxxxxxx shall, and unique opportunities afforded to Executive by the Company shall cause or permit any of their Affiliates to, directly or indirectly, engage (whether as a result of Executive's employmentan owner, as outlined operator, manager, employee, officer, director, consultant, advisor, representative or otherwise) in the previous sentence, Executive hereby agrees as follows:Business anywhere in North America; provided that the ownership of less than 2% of the outstanding stock of any class of any publicly-traded corporation shall not be deemed to be engaging in the Business solely by reason thereof. (ab) During In consideration of the term payment of Executive's employment, whether pursuant to this Agreement, any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein providedthe Merger Consideration, for a period of six (6) months after one year commencing on the termination date of the Closing, Mxxxxxx X. Xxxxxxx, Xx. shall not, and shall not cause or permit any of his employment with the Company, regardless of the reason for such termination, Executive shall notAffiliates to, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with the business of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either (whether as an individualowner, partneroperator, manager, employee, officer, director, stockholder, employeeconsultant, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with otherwise) in the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by Business anywhere in North America; provided that (i) the ownership of no more less than 25% of the outstanding securities stock of any company whose stock is traded on a national securities exchange class corporation or is quoted entity shall not be deemed to be engaging in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or Business solely by reason thereof and (ii) other outside business investments that do the service as a member of the board of directors of Kaba Ilco Inc. shall not in any manner conflict with the services be deemed to be rendered engaging in the Business solely by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries. (b) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will not, directly or indirectly, (1) induce, solicit or attempt to induce or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman of the Company or its subsidiaries to leave employ of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries), (2) interfere with the business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5) accept employment with or seek remuneration by any of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employmentthereof. (c) The period During the Noncompete Period, no Seller (other than Ax Xxxxxx) shall directly or indirectly through another Person (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries as of the Closing Date to leave the employ of Company or its Subsidiaries, or in any way interfere with the relationship between Company or any of its Subsidiaries and any employee thereof as of the Closing Date, (ii) hire any Person who is an employee of Company or any of its Subsidiaries as of the Closing or was an employee of Company or any of its Subsidiaries at any time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) the one-year period immediately preceding the Closing, or (biii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its Subsidiaries as of the Closing Date to cease doing business with Company or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Company or any of its Subsidiaries. Notwithstanding the foregoing, any actions taken by Mxxxxxx Xxxxxxx, Jxxxxx X. Xxxxxxx or Jxxx X. XxXxxxxxx in their respective capacities as a member of the board of directors or a consultant of a corporation or entity or any actions taken by any such corporation or entity upon whose board of directors he serves or for which he serves as a consultant (but in any such cases only so long as he does not own in excess of 5% of the issued and outstanding equity of any such corporation or entity) shall not constitute a breach of this Article II Section 5.15(c) by Mxxxxxx Xxxxxxx, Jxxxxx X. Xxxxxxx or Jxxx X. XxXxxxxxx; provided, however, that in the event that any of Mxxxxxx Xxxxxxx, Jxxxxx X. Xxxxxxx or Jxxx X. XxXxxxxxx instigates or directs any action by such corporation or entity that would (but for the provisions of this sentence) cause a breach of this Section 5.15(c), then he shall be extended by any length deemed to have violated the provisions of time during which Executive is in breach of such covenantsthis Section 5.15(c). (d) It is understood by and between If the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) final judgment of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines the specified time period declares that any term or the specified geographical area applicable to provision of this Section 11 to be invalid5.15 is invalid or unenforceable, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary the Purchaser and not against public policy may be enforced against Executive. The Company and Executive the Sellers agree that the foregoing covenants are appropriate court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of such term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and reasonable when considered in light enforceable and that comes closest to expressing the intention of the nature invalid or unenforceable term or provision, and extent this Agreement shall be enforceable as so modified after the expiration of the business conducted by time within which the Companyjudgment may be appealed.

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During Except as provided in Schedule 4.1, after the term of Executive's employmentClosing and, whether pursuant with respect to this AgreementXxxxxx X. Xxxx, Xxxxxx X. Xxxx and Xxxxxxxx Xxxxxxxxx Xxxxxx, until five (5) years after the Closing Date and, with respect to Xxxx Xxx Xxxxxxx and Xxxxxx Xxxxxxx Xxxx, until three (3) years after the Closing Date (each, a “Noncompete Term”), the Sellers who are individuals and Xxxxxx X. Xxxx and Xxxxxx X. Xxxx, individually (each, a “Seller Individual”) shall not conduct, or be an Affiliate of, any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for a period of six (6) months after the termination of his employment with the Company, regardless of the reason for such termination, Executive shall not, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with engaged in the business of HVAC, plumbing, or mechanical construction contracting, or provide service or sales representation related thereto, within Virginia, within two hundred (200) miles of Richmond or Norfolk, Virginia, or within one hundred (100) miles of anywhere else the Company regularly does business unless a Seller Individual is performing such otherwise prohibited work for or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by on behalf of Purchaser. “Regularly does business” shall mean locations where (i) the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise has contracted to the Company or its subsidiaries; provided that the restriction on the ability to deal and/or performed services with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase value in excess of $25,000.00 of merchandise in any 50,000 within one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent(1) year prior to the Closing Date, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with (ii) the Company has submitted a bid to perform services with a value in excess of $50,000 on three (3) or its subsidiariesmore occasions within one (1) year prior to the Closing Date. The restrictions All distances shall be calculated according to driving distance. Notwithstanding the foregoing provisions of this Section 11 shall not paragraph, the Seller Individuals, together with their Affiliates, may be violated by (i) a passive investor owning, in the ownership of aggregate, no more than two percent (2% %) of the outstanding equity securities of any company whose stock is traded corporation the equity securities of which are listed on a national securities exchange and with which such Seller Individuals or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) their Affiliates have no other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiariesconnection whatsoever. (b) During his employment with the Company and, except as may be Unless otherwise herein provided, for a period of six (6) months following the termination of his employment with required by law or expressly authorized in writing by the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will Seller Individuals shall not, directly or indirectlyand the Seller Individuals shall use their commercially reasonable efforts to cause each of their Affiliates not to, (1) induce, solicit or attempt disclose to induce or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman of Person not in the Company or its subsidiaries to leave employ of the Company or its subsidiaries or otherwise severe or terminate such person's any information concerning the business relationship with conducted by the Company or its subsidiaries (prior to the Closing Date not rightfully in the public domain, including, but not limited towithout limitation, making any negative statements lists of customers or communications about the Company or its subsidiaries)suppliers, (2) interfere with the pricing strategies, business relationship between the Company or its subsidiaries files and any employeerecords, advisortrade secrets, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5) accept employment with or seek remuneration by any of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employmentand financial information. (c) The period During their respective Noncompete Terms, the Seller Individuals shall not, and the Seller Individuals shall use their commercially reasonable efforts to cause each of time during which Executive is prohibited from engaging in certain business practices pursuant their Affiliates not to, directly or indirectly solicit the employment or services of, or cause or attempt to Sections 11(a) cause to leave the employment or (b) services of, any employee of this Article II shall be extended by any length of time during which Executive is in breach of such covenantsthe Company employed on the date hereof who continues his or her employment with the Company after the date hereof. (d) It is understood by and between During their respective Noncompete Terms, the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this AgreementSeller Individuals shall not, and thatthe Seller Individuals shall use their commercially reasonable efforts to cause each of their Affiliates not to, but for the agreement engage or participate in any effort or act to induce any customer, supplier, associate, employee, sales agent or independent contractor of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of take any other provision in this Agreement. The existence of any claim or cause of action of Executive against disadvantageous to the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (e) It is agreed The Seller Individuals acknowledge that the damages that would be suffered by the Company and Employee that if Purchaser as a result of any portion breach of the covenants set forth in provisions of this Section 11 are held to 4.1 may not be invalidcalculable and that an award of a monetary judgment for such a breach would be an inadequate remedy. Consequently, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The the Company and Employee agree thatPurchaser shall have the right, if in addition to any other rights they may have, to obtain, in any court of competent jurisdiction determines the specified time period jurisdiction, injunctive relief to restrain any breach or the specified geographical area applicable to threatened breach of any provision of this Section 11 4.1 or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to monetary damages for any Damages directly or indirectly suffered by the Company or Purchaser and reasonable attorneys’ fees. (f) The Parties intend that each of the covenants in Sections 4.1(a), (b), (c) and (d) shall be deemed to be invalida separate covenant and, unreasonablein the event that one or more of the covenants are deemed unenforceable in whole or in part, arbitrary the other covenants shall remain fully valid and enforceable. (g) The covenants of the Seller Individuals contained in this Section 4.1 are independent of any covenants of the Company or against public policyPurchaser contained herein or in any other document or instrument delivered in connection herewith or pursuant hereto, a lesser time period and any breach by the Company or geographical area Purchaser of any such covenant shall not justify any breach by the Seller Individuals of their covenants under this Section 4.1. (h) In consideration of the covenants of the Seller Individuals contained in this Section 4.l, Purchaser shall pay each Seller Individual at Closing the amounts listed on Schedule 4.1(h), which is determined amounts shall be deducted from the cash purchase price payable to be reasonablesuch Seller Individual; provided, non-arbitrary and not against public policy may be enforced against Executive. The Company and Executive however, that the Parties agree that such amounts shall not be deemed to represent Purchaser’s damages in the foregoing event that the covenants are appropriate and reasonable when considered in light of the nature Seller Individuals contained in this Section 4.1 are breached; (i) It is specifically agreed that the respective Noncompete Terms stated at the beginning of this Section 4.1 as they apply to each Seller Individual, during which the agreements and extent covenants of the business conducted Seller Individuals made in this Section 4.1 shall be effective, shall be computed by the Companyexcluding from such computation any time during which such Seller Individual is in violation of any provision of this Section 4.1.

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, you will not yourself or through others, without the prior written consent of the Chief Executive shall notOfficer of NCR: (a) [I FOR EMPLOYEES GRADE 18 AND ABOVE AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with the business of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise indirectly in any one fiscal year. Executive shall not engage in such prohibited activitiescapacity (including, either without limitation, as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agentowner or member of a board of directors), or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ)type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) other outside business investments in connection with products, services, systems or solutions that do are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 10 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and (iv) anywhere within the United States, or in any manner conflict with the services State or territory thereof in which NCR does or did business during your NCR employment, all of which States or territories are deemed to be rendered separately set forth here and the names of which are incorporated by Executive reference; (a) [II FOR EMPLOYEES GRADE 17 AND BELOW AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the Company last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 10 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and its subsidiaries and that do not diminish (iv) within the territory where or detract from Executive's ability to render his required attention for which you performed such services within the two years preceding your termination to the business extent a specific geographic territory was assigned to you or, if no territory was assigned to you, then within a 250-mile radius from the primary office or other location where you worked during the last two years of the Company and its subsidiaries.your NCR employment; (b) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will notperform services, directly or indirectlyindirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 10 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its Subsidiaries or Affiliates, to terminate his or her employment with NCR, its Subsidiaries or Affiliates; or (d) directly or by assisting others, solicit or attempt to induce solicit the business of any NCR customers or solicit any employeeactively sought prospective customers with which you had material contact during the last two years of your NCR employment, advisorfor purposes of providing products or services that are competitive with those provided by NCR and its Affiliates. “Material contact” means the contact between you and each customer or actively sought prospective customer (i) with which you dealt on behalf of NCR, independent contractor(ii) whose dealings with NCR were coordinated or supervised by you, consultant(iii) about whom you obtained confidential information in the ordinary course of business as a result of your association with NCR, agentor (iv) who receives products or services authorized by NCR, representative salesman the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the Company your termination. (e) All references to “NCR” in this Section 10 shall be deemed to include its Subsidiaries and Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the stock or its subsidiaries substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to leave employ the “last two years of your NCR employment” may include both time as an NCR employee and time as a Radiant Systems, Retalix Ltd, Digital Insight, or Alaric Ltd employee. (f) The covenants contained within this Section 10 are a material component of the Company consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (includingin equity, including but not limited toto money damages and injunctive relief. In the event of such a breach, making in addition to NCR’s other remedies, any negative statements unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your Termination of Employment (or communications about if applicable law mandates a maximum time that is shorter than eighteen (18) months, than for a period of time equal to the Company or its subsidiariesshorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (2g) interfere with The twelve-month period set forth in this Section 10 shall be tolled and suspended during and for the business relationship between pendency of any violation of its terms, and for the Company or its subsidiaries and pendency of any employee, advisor, independent contractor, consultant, agent, representative or salesman legal proceedings to enforce any of the Company covenants set forth herein, and all time that is part of or its subsidiaries or (3) hire, contract with or otherwise engage subject to such tolling and suspension shall not be counted toward the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman twelve-month duration of the Company or its subsidiaries for the benefit applicable covenant. By way of any other personexample, or (5) if immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 10, and work for such competitor for six months before NCR obtains a judicial or seek remuneration by any of the clients arbitral order terminating or customers of the Company or its subsidiaries modifying that employment, your twelve-month noncompetition period shall not commence until after you have commenced compliance with whom the Company or its subsidiaries did business during the term of Executive's employmentthat order. (ch) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(aSubsections (a) or and (b) of this Article II shall be extended by any length Section 10 do not apply to you if, following the termination of time during which Executive is your NCR employment, you continue to reside or work in breach of such covenantsCalifornia. (di) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements For purposes of this Agreement, “Competing Organizations” shall be the following as of the Grant Date including the subsidiaries and thataffiliates of each. The list of Competing Organizations is updated and revised from time to time, but for the agreement and such updated lists shall be deemed a part of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement; updated lists can be obtained from the NCR intranet website at: xxxxx://xxxxxxxx.xxx.xxx/index.php?option=com_content&view=frontpage&Itemid=8175. Such covenants by Executive shall be construed as agreements independent of any other provision in this AgreementFinancial Services Gilbarco Xxxxxx-Xxxx Travel ACI Worldwide GK Software Arinc. The existence of any claim or cause of action of Executive against the CompanyAlkami Hewlett-Packard Corporation IER Xxxxxxxxx Infor Mobile Travel Technologies Diebold Itasca SITA Eastcom Kiosk Info Sys (KIS) Integrated Printer Solutions FIS LOC Software Alliance (Australia) Fiserv LoyaltyLab Alpha Paper Glory Magstar App GRG Banking Equipment Manhattan Associates Cenveo GRG International M19 Retail DATA Business Forms Hitachi Microsoft Dynamics (Retail) Documotion Hitachi-Omron Term Sys (Leadus) Oracle, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. including Micros MaxStick Hyosung PAR Technology XxXxxxxxx Xxxx Xxxxx Pinnacle Corporation PMI KAL (eKorala Associates) It is agreed by the Company and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, nonPOSitech Xxxxx & Xxxxxxxxxx LG N-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.Sys Red Book Connect RiteMade Malauzai Retail Pro International RR Xxxxxxxx Nautilus Hyosung Retaligent Schades-Heipa OKI Revel WS Packaging Phoenix Interactive RTC Quaterion Group Telecom & Technology Q2 ShopKeep Dimension Data Vsoft Spartan Getronics Wescom Resources Group SPSS Logicalis Wincor Nixdorf Toshiba TEC Nscglobal Retail & Hospitality Tradestone Software TeleSource Aldata Unica Unisys CompuCom Useablenet NCR Services ECRS Verifone Tolt Solutions including Kyrus Epicor Vista CompuCom Escalate Wand Computer Sciences Corporation Fujitsu Wincor Nixdorf Hewlett-Packard Corporation FuturePOS

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special Purchaser entering into the transactions described herein and unique opportunities afforded to Executive by performing its obligations hereunder, the Company as a result of Executive's employment, as outlined in the previous sentence, Executive Seller hereby agrees as followsthat: (a) 9.1 During the term of Executive's employment, whether pursuant period from the Closing Date to this Agreement, any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for a period of six (6) months after and including the termination of his employment with the Company, regardless fifth anniversary of the reason for such terminationClosing Date (the “Restricted Period”), Executive the Seller shall not, and shall procure that each of its Affiliates do not, directly or indirectly, enter into, engage own any interest in, be employed by or consult any business which competes with the business of the Company or its subsidiaries by sellingmanage, offering to sellcontrol, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included participate in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either (whether as an individualowner, partneroperator, manager, consultant, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultantinvestor, agent, or representative or salesman otherwise), consult with, render services (including through outsourcing, or as an intermediary or agent or otherwise) for or otherwise engage in or provide assistance to any personCompeting Business in the PRC, firmHong Kong, partnership, corporation or other entity so competing with Macau and Taiwan; provided that nothing herein shall prohibit the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by Seller from (i) the ownership being passive owners of no not more than 2% of the outstanding securities shares of any company whose stock corporation which is publicly traded on a national securities exchange or is quoted at any time, so long as the Seller has no active participation in the Automated Quotation System business of the National Association of Securities Dealers (NASDAQ), such corporation; or (ii) other outside business investments that do being passive owners of not more than 20% of the equity interest of any corporation engaging in any manner conflict with Competing Business at any time after the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business second anniversary of the Company and its subsidiariesClosing Date. (b) 9.2 During his employment with the Company andRestricted Period, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will Seller shall not, directly or indirectlyindirectly through another entity, (1i) induce, solicit induce or attempt to induce or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman employee of any of the Company or its subsidiaries Group Companies to leave employ the employment of any Group Company, or in any way interfere with the relationship between any Group Company and any of its employees, (ii) without prior written consent of the Purchaser, hire any person who was an employee of any Group Company within one hundred and eighty days prior to the time such employee is hired by the Seller or its subsidiaries such other entity, (iii) induce or otherwise severe attempt to induce any customer, supplier, licensee, licensor, franchisee, lessor or terminate such person's other business relationship relation of any Group Company (or any prospective customer, supplier, licensee, licensor, franchisee, lessor or other business relation with which any Group Company has entertained discussions regarding a prospective business relationship) to cease or refrain from doing business with any Group Company, or in any way interfere with the relationship (or prospective relationship) between any such customer, supplier, licensee, licensor, franchisee or other business relation and any Group Company or its subsidiaries (including, but not limited towithout limitation, making any negative statements or communications about the Company or its subsidiariesany Group Company), (2) interfere with the business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5iv) accept employment directly or indirectly acquire or attempt to acquire an interest in any business relating to any business of any Group Company or with which any Group Company has entertained discussions or seek remuneration has requested and received information relating to the acquisition of such business by any Group Company as of the clients or customers Closing Date (regardless of the Company or its subsidiaries with whom the Company or its subsidiaries did whether such business during the term of Executive's employmentis a Competing Business). (c) 9.3 The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by Purchaser and between the parties hereto Seller acknowledge and agree that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth in this Section 11 Article IX are held reasonable with respect to period, geographical area and scope are necessary to protect the goodwill of the business of the Group Companies and are an integral part of what the Purchase Price is to be invalidpaid for hereunder. Notwithstanding anything in this Article IX to the contrary, unreasonableif at any time, arbitrary in any arbitral proceeding, any of the restrictions stated in this Article IX are found pursuant to Section 13.1 to be unreasonable or against public policyotherwise unenforceable under circumstances then existing, then such portion of such covenants the Seller agrees that the period, scope and/or geographical area, as the case may be, shall be considered divisible both as reduced to time the extent necessary to enable the arbitral tribunal to enforce the restrictions to the extent such provisions are allowable under law, giving effect to the agreement and geographical areaintent of the Parties that the restrictions contained herein shall be effective to the fullest extent permissible. The Company Seller acknowledges and Employee agree agrees that money damages may not be an adequate remedy for any breach or threatened breach of the provisions of this Article IX and that, if in such event, the Purchaser and/or its respective successors or assigns shall, in addition to any court other rights and remedies existing in their favor, be entitled to specific performance, injunctive and/or other relief from any arbitral tribunal of competent jurisdiction determines in order to enforce or prevent any violations of the specified time provisions of this Article IX (including the extension of Restricted Period by a period equal to the length of the arbitral proceedings necessary to stop such violation); provided that the Seller is found to have been in violation of the provisions of this Article IX. Any injunction shall be available without the posting of any bond or other security. In the specified geographical area applicable event of an alleged breach or violation by the Seller of any of the provisions of this Article IX, the Restricted Period will be tolled for the Seller until such alleged breach or violation is resolved; provided that if the Seller is found to have not violated the provisions of this Section 11 Article IX, then the Restricted Period will not be deemed to be invalid, unreasonable, arbitrary or against public policy, have been tolled. 9.4 The Seller agrees that the foregoing restrictions are entered into in its capacity as a lesser time period or geographical area which is determined transferor of the Company Shares and are in addition to be reasonableany non-compete, non-arbitrary solicit or related restrictions contained in any other agreement, if any, between the Seller or any of its Affiliates and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company, the Purchaser or any of its Affiliates.

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, you will not yourself or through others, without the prior written consent of the Chief Executive shall notOfficer of NCR: (a) I FOR EMPLOYEES GRADE 18 AND ABOVE AS OF THE DATE OF THIS AGREEMENT perform services, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with the business of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise indirectly in any one fiscal year. Executive shall not engage in such prohibited activitiescapacity (including, either without limitation, as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agentowner or member of a board of directors), (i) of the type conducted, authorized, offered, or representative provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or salesman solutions that are similar to or serve the same functions as those with respect to which you worked for any person, firm, partnership, corporation NCR within the last two years of your NCR employment; (iii) on behalf of yourself or other a person or entity so competing in competition with NCR that is not one of the Company or its subsidiaries. The restrictions of named “Competing Organizations” either on the list below in this Section 11 shall not or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and (iv) anywhere within the United States, or in any State or territory thereof in which NCR does or did business during your NCR employment, all of which States or territories are deemed to be violated separately set forth here and the names of which are incorporated by reference; (a) II FOR EMPLOYEES GRADE 17 AND BELOW AS OF THE DATE OF THIS AGREEMENT perform services, directly or indirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ)type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) other outside business investments in connection with products, services, systems or solutions that do are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in any manner conflict with this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); and (iv) within the territory where or for which you performed such services to be rendered by Executive for within the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention two years preceding your termination to the business extent a specific geographic territory was assigned to you or, if no territory was assigned to you, then within a 250-mile radius from the primary office or other location where you worked during the last two years of the Company and its subsidiaries.your NCR employment; (b) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will notperform services, directly or indirectlyindirectly in any capacity (including, without limitation, as an employee, consultant, owner or member of a board of directors), (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (i)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its Subsidiaries or Affiliates, to terminate his or her employment with NCR, its Subsidiaries or Affiliates; or (d) directly or by assisting others, solicit or attempt to induce solicit the business of any NCR customers or solicit any employeeactively sought prospective customers with which you had material contact during the last two years of your NCR employment, advisor, independent contractor, consultant, agent, representative salesman for purposes of providing products or services that are competitive with those provided by NCR and its Affiliates. “Material contact” means the Company contact between you and each customer or its subsidiaries to leave employ actively sought prospective customer (i) with which you dealt on behalf of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries)NCR, (2ii) interfere whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman as a result of the Company or its subsidiaries or (3) hire, contract your association with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other personNCR, or (5iv) accept employment with who receives products or seek remuneration services authorized by any NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsyour termination. (e) It is agreed All references to “NCR” in this Section 11 shall be deemed to include its Subsidiaries and Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the Company stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and Employee that if any portion time as a Radiant Systems, Retalix Ltd, Digital Insight or Alaric Ltd. employee. (f) The covenants contained within this Section 11 are a material component of the covenants consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the event of such a breach, in addition to NCR’s other remedies, any unvested Options will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Options that vested during the eighteen (18) months prior to the date of your termination of employment (or if applicable law mandates a maximum time that is shorter than eighteen (18) months, than for a period of time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with such Options or not. (g) The twelve-month period set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as tolled and suspended during and for the pendency of any violation of its terms, and for the pendency of any legal proceedings to enforce any of the covenants set forth herein, and all time that is part of or subject to such tolling and geographical areasuspension shall not be counted toward the twelve-month duration of the applicable covenant. The Company and Employee agree thatBy way of example, if any court immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 11, and work for such competitor for six months before NCR obtains a judicial or arbitral order terminating or modifying that employment, your twelve-month noncompetition period shall not commence until after you have commenced compliance with that order. (h) Subsections (a) and (b) of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 do not apply to you if, following the termination of your NCR employment, you continue to reside or work in California. (i) For purposes of this Agreement, “Competing Organizations” shall be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary the following as of the Grant Date including the subsidiaries and not against public policy may be enforced against Executiveaffiliates of each. The Company list of Competing Organizations is updated and Executive agree that revised from time to time, and such updated lists shall be deemed a part of this Agreement; updated lists can be obtained from the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.NCR intranet website at: xxxxx://xxxxxxxx.xxx.xxx/indexphp?option=com_content&view=frontpage&Itemid=8175. Financial Services Gilbarco Xxxxxx-Xxxx Travel ACI Worldwide GK Software Arinc. Alkami Hewlett-Packard Corporation IER Xxxxxxxxx Infor Mobile Travel Technologies Diebold Itasca SITA Eastcom Kiosk Info Sys (KIS) Integrated Printer Solutions FIS LOC Software Alliance (Australia) Fiserv LoyaltyLab Alpha Paper Glory Magstar App GRG Banking Equipment Manhattan Associates Cenveo GRG International M19 Retail DATA Business Forms Hitachi Microsoft Dynamics (Retail) Documotion Hitachi-Omron Term Sys (Leadus) Oracle, including Micros MaxStick Hyosung PAR Technology XxXxxxxxx Xxxx Xxxxx Pinnacle Corporation PMI KAL (Korala Associates) POSitech Xxxxx & Xxxxxxxxxx LG N-Sys Red Book Connect RiteMade Malauzai Retail Pro International RR Xxxxxxxx Nautilus Hyosung Retaligent Schades-Heipa OKI Revel WS Packaging Phoenix Interactive RTC Quaterion Group Telecom & Technology Q2 ShopKeep Dimension Data Vsoft Spartan Getronics Wescom Resources Group SPSS Logicalis Wincor Nixdorf Toshiba TEC Nscglobal Retail & Hospitality Tradestone Software TeleSource Aldata Unica Unisys CompuCom Useablenet NCR Services ECRS Verifone Tolt Solutions including Kyrus Epicor Vista CompuCom Escalate Wand Computer Sciences Corporation Fujitsu Wincor Nixdorf Hewlett-Packard Corporation FuturePOS

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, Executive shall notyou will not yourself or through others, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with without the business prior written consent of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor Chief Executive Officer of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries.NCR: (ba) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will notperform services, directly or indirectly, (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); and (iv) anywhere within the United States, or in any State or territory thereof in which NCR does or did business during your NCR employment, all of which States or territories are deemed to be separately set forth here and the names of which are incorporated by reference; (b) perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its subsidiaries or affiliates, to terminate his or her employment with NCR, its Subsidiaries or Affiliates; or (d) solicit or attempt to induce solicit the business of any NCR customers or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman actively sought prospective customers with which you had material contact during the last two years of your NCR employment. “Material contact” means the Company contact between you and each customer or its subsidiaries to leave employ actively sought prospective customer (i) with which you dealt on behalf of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries)NCR, (2ii) interfere whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman as a result of the Company or its subsidiaries or (3) hire, contract your association with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other personNCR, or (5iv) accept employment with who receives products or seek remuneration services authorized by any NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsyour termination. (e) It is agreed All references to “NCR” in this Section 11 shall be deemed to include its Subsidiaries and Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the Company stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and Employee that if any portion time as a Radiant Systems, Retalix Ltd, Digital Insight or Alaric Ltd. employee. (f) The covenants contained within this Section 11 are a material component of the covenants consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the event of such a breach, in addition to NCR’s other remedies, any unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your Termination of Employment (or if applicable law mandates a maximum time that is shorter than eighteen (18) months, than for a period of time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (g) The twelve-month period set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both tolled and suspended during and for the pendency of any violation of its terms, and for the pendency of any legal proceedings to enforce any of the covenants set forth herein, and all time that is part of or subject to such tolling and suspension shall not be counted toward the twelve-month duration of the applicable covenant. By way of example, if immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 11, and work for such competitor for six months before NCR obtains a judicial or arbitral order terminating or modifying that employment, your twelve-month noncompetition period shall not commence until after you have commenced compliance with that order. (h) For purposes of this Agreement, “Competing Organizations” shall be the following as to time of the Grant Date, including the subsidiaries and geographical areaaffiliates of each. The Company list of Competing Organizations is updated and Employee agree thatrevised from time to time, if any court and such updated lists shall be deemed a part of competent jurisdiction determines this Agreement; the specified time period current list may be obtained from the NCR Law Department or the specified geographical area applicable to this Section 11 to be invalidNCR Human Resources Department upon request, unreasonableor from the NCR Human Resources intranet website. Agilysys Hitachi-Omron Terminal Systems Pendum Xxxxxxx Xxxxxxx Phoenix Interactive Arinc. IBM Pinnacle Corporation Casio America, arbitrary or against public policyInc. IER POSitech Cenveo Intuit Retail Pro International DATA Business Forms Itautec RR Xxxxxxxx Dell, a lesser time period or geographical area which is determined to be reasonable, nonInc. JDA Software SAP Xxxxxxx XXX (Korala Associates) Schades-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.Heipa Dimension Data Kony Sharp Dresser Kiosk (KIS) SITA Eastcom LGN-Sys Square EPIC Logicalis Talaris Epicor Xxxxxxx TeleSource Escher Micros Systems Tolt Fujitsu Mobile Travel Technologies Toshiba TEC Getronics NRT Unisys Gilbarco Xxxxxx-Xxxx Nscglobal Useablenet Glory Oki Verifone GRG Banking Equipment Oracle Vista GRG International Panasonic Corporation Wand Hewlett Packard PAR Technology Wincor Hitachi PayPal / eBay Xpient

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, Executive shall notyou will not yourself or through others, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with without the business prior written consent of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor Chief Executive Officer of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries.NCR: (ba) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will notperform services, directly or indirectly, (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 12 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of February 2012 is set forth below in subparagraph (g)); and (iv) within the territory where or for which you performed such services within the two years preceding your termination to the extent a specific geographic territory was assigned to you or, if no territory was assigned to you, then within a 250-mile radius from the primary office or other location where you worked during the last two years of your NCR employment; (b) perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 12 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of February 2012 is set forth below in subparagraph (g)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its subsidiaries or affiliates, to terminate his or her employment with NCR, its subsidiaries or affiliates; or (d) solicit or attempt to induce solicit the business of any NCR customers or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman actively sought prospective customers with which you had material contact during the last two years of your NCR employment. “Material contact” means the Company contact between you and each customer or its subsidiaries to leave employ actively sought prospective customer (i) with which you dealt on behalf of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries)NCR, (2ii) interfere whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman as a result of the Company or its subsidiaries or (3) hire, contract your association with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other personNCR, or (5iv) accept employment with who receives products or seek remuneration services authorized by any NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsyour termination. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth All references to “NCR” in this Section 11 12 shall be deemed to include its subsidiaries and affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and time as a Radiant Systems employee. (f) The covenants contained within this Section 12 are held a material component of the consideration for this agreement. If you breach any of these covenants, NCR shall be entitled to be invalidall of its remedies at law or in equity, unreasonable, arbitrary or against public policy, then such portion including but not limited to money damages and injunctive relief. In the event of such covenants a breach, in addition to NCR's other remedies, any unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your termination of employment (or if applicable law mandates a maximum time that is shorter than eighteen (18) months, than for a period of time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (g) For purposes of this Agreement, “Competing Organizations” shall be considered divisible both the following as to time and geographical areaof February 2012. The Company list of Competing Organizations is updated and Employee agree thatrevised from time to time, if any court and such updated lists shall be deemed a part of competent jurisdiction determines this Agreement; the specified time period current list may be obtained from the NCR Law Department or the specified geographical area applicable to this Section 11 to be invalidNCR Human Resources Department upon request, unreasonableor from the NCR Human Resources intranet website. Agilysys Hyosung Pinnacle Corporation Amadeus IBM POSitech Arinc. IER Redbox Casio America, arbitrary or against public policyInc. Intuit Retail Pro International Coinstar/Redbox Itautec Retalix Dell, a lesser time period or geographical area which is determined to be reasonable, nonInc. JDA Software Schades-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.Heipa Xxxxxxx XXX (Korala Associates) Sharp Dresser Kiosk (KIS) SITA Eastcom LGN-Sys Sonic Solutions EPIC Xxxxxxx Talaris Epicor Micros Systems Tolt Fujitsu Nashua Unisys Getronics Netflix Verifone Gilbarco Xxxxxx-Xxxx NRT Vista Glory Oki Wand GRG Banking Equipment Panasonic Corporation Wincor Hewlett Packard PAR Technology Corporation Xpient Hitachi Pendum

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether pursuant to this Agreement, any automatic or other renewal hereof or otherwise, and, except as may be otherwise herein provided, for For a period of ten (10) years after the Closing (the “Restricted Period”), Aon shall not, and shall cause its Affiliates not to, engage, anywhere in the world, directly or indirectly, in any Restricted Business or, directly or indirectly, own an interest in, manage, operate or control any Person that engages, anywhere in the world, in a Restricted Business; provided, however, that, for the purposes of this Section 8.6, (x) ownership of securities having no more than five percent of the outstanding voting power of any Person which are listed on any national securities exchange or national quotation system and (y) ownership of not more than 25% of any private equity fund or alternative investment vehicle in which Aon or its Affiliates is a passive investor shall not be deemed to be a violation of this Section 8.6; provided, however, that in the case of (x) or (y) Aon and its Affiliates do not participate in any way in the operation or management of the Restricted Business. (b) Notwithstanding the provisions of this Section 8.6, nothing in this Section 8.6 shall be deemed to preclude, prohibit or restrict Aon or any of its Affiliates from (i) engaging in any Exempt Business Activities; (ii) acquiring any Person, and following such acquisition, actively engaging in any Restricted Business through a subsidiary, division, group, franchise or segment of such Person that is engaged in such Restricted Business at the time of the acquisition of such Person (an “Acquired Business”), so long as (x) for the most recent fiscal year ending prior to the date of such purchase, the consolidated gross revenues of such Person derived from Restricted Businesses were less than 50% of the total consolidated gross revenues of such Person and (y) following such acquisition, the Acquired Business engages in the Restricted Business only with Persons that were clients of the Acquired Business immediately prior to the acquisition and provides each such existing client only the programs provided to such existing client immediately prior to the acquisition in the geographic area in which such program was provided to such existing client immediately prior to the acquisition; (iii) engaging in a Change of Control or, if the acquiring Person has a subsidiary, division, group, franchise or segment that is engaged in a Restricted Business at the time of the Change of Control, thereafter engaging in the Restricted Business; or (iv) providing any Warranty TPA Services to any Person in a market where Aon has an established Warranty TPA capability as of the date of this Agreement following compliance with Section 8.6(e); provided, however, that in the case of clause (ii), (A) the Acquired Business shall be conducted without the use of the “Aon” tradename and (B) if such Acquired Business’s consolidated fee income from such Restricted Businesses in the calendar year prior to the acquisition or in any calendar year thereafter is in excess of $10 million (the “Divestiture Condition”), Aon or its Affiliates will dispose of (or enter into and consummate a definitive agreement which requires, as soon as practicable but not later than six (6) months after the termination date of his employment with such agreement, the Company, regardless disposal of) such Restricted Business within two years of the reason satisfaction of the Divestiture Condition and, with respect to any such disposition of any Restricted Business, Buyer shall have a 30-day right of first offer to purchase such Restricted Business. If any such Acquired Business’s consolidated fee income from such Restricted Business in the calendar year prior to the acquisition or in any calendar year thereafter is in excess of $5 million but less than $10 million, Buyer shall have a one-time (except as provided in the immediately preceding sentence) 30-day right to make an offer to purchase such Restricted Business from Aon and/or its Affiliates, as applicable. For the avoidance of doubt, for such terminationpurposes of this Section 8.6, Executive the consolidated gross revenues of any Restricted Business shall include forwarded premiums. (c) As a separate and independent covenant, for a period of two years following the Closing, Aon shall not, and shall cause its Affiliates not to, in any way, directly or indirectly, enter intohire any Designated AWG Employee or solicit any Transferred Employees to leave the employ of any of the Companies or violate the terms of their contracts, engage inor any employment arrangements, be employed with any of the Companies; provided, however, that Aon or any of its Affiliates may solicit any Transferred Employees who are discharged by the Companies, and, provided further, that nothing in this Section 8.6(c) shall prohibit Aon or consult any business which competes of its Affiliates from employing any Transferred Employees who are not Designated AWG Employees as a result of a general solicitation to the public or general advertising, or the solicitation of any individual whose employment with the business of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries Companies has been terminated for sale production, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiariesat least twelve months. (bd) During his employment with the Company andAs a separate and independent covenant, except as may be otherwise herein providedBuyer agrees that, for a period of six (6) months two years following the termination of his employment with Closing, Buyer shall not, and shall cause its Affiliates (including the CompanyCompanies) not to, regardless of the reason for such termination, Executive agrees he will refrain from and will notin any way, directly or indirectly, (1) induce, solicit or attempt to induce or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman employees of the Company Aon or its subsidiaries Affiliates to leave the employ of the Company Aon or its subsidiaries Affiliates, as applicable, or otherwise severe violate the terms of their contracts, or terminate such person's business relationship any employment arrangements, with the Company Aon or its subsidiaries (includingAffiliates, but not limited toas applicable; provided, making however, that Buyer or any negative statements or communications about the Company of its Affiliates may solicit any such employees who are discharged by Aon or its subsidiaries)Affiliates, (2as applicable, and, provided further, that nothing in this Section 8.6(d) interfere with shall prohibit Buyer or any of its Affiliates from employing any such employee as a result of a general solicitation to the business relationship between public or general advertising, or the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services solicitation of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5) accept individual whose employment with or seek remuneration by any of the clients or customers of the Company or Aon and its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but Affiliates has been terminated for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsat least twelve months. (e) It is agreed If, during the period between the date hereof and the Closing or during the Restricted Period, Aon or any its Affiliates receives a bona fide offer from a third party relating to the potential provision of Warranty TPA Services by Aon or its Affiliates to such third party that Aon or its Affiliates desires to accept, Aon shall, prior to accepting such offer, first deliver a written notice to Buyer setting forth the Company and Employee that if any portion material terms of the covenants third party offer; provided, that Aon may elect not to include the name of the offering third party in such notice to the extent it reasonably determines that doing so would violate any duty of confidentiality owing to such third party. Buyer will have fifteen (15) days from its receipt of such offer (a “Buyer Consideration Period”) to notify Aon of its interest in providing the Warranty TPA Services to such third party on the same terms and conditions as are set forth in the third party offer, and if Buyer provides such notice, Aon will, if applicable, promptly inform Buyer of the third party offeror’s identity, and will cooperate with Buyer in good faith in coordinating Buyer’s negotiations with respect to such offer with the applicable third party. If Buyer fails to notify Aon in writing of its interest in providing such Warranty TPA Services prior to the expiration of the Buyer Consideration Period or fails to enter into a definitive agreement during the sixty (60) day period immediately following the expiration of the Buyer Consideration Period, then Aon or its Affiliates will be permitted, during the sixty (60) day period thereafter, to accept the applicable third party offer on the terms and conditions set forth therein. For the avoidance of doubt, if Buyer shall have elected to exercise its right with respect to any Services under this Section 11 are held 8.6(e), is willing to execute the definitive agreement relating to the third party offer on the terms and conditions set forth therein that Aon is prepared to accept and the applicable third party shall have refused to permit Buyer to accept its offer in lieu of Aon or its Affiliates, Aon and its Affiliates shall not be invalid, unreasonable, arbitrary or against public policy, then permitted to provide such portion of services to such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Companythird party.

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, Executive shall notyou will not yourself or through others, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with without the business prior written consent of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor Chief Executive Officer of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries.NCR: (ba) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will not[I FOR EMPLOYEES GRADE 18 AND ABOVE AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly, (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); and (iv) anywhere within the United States, or in any State or territory thereof in which NCR does or did business during your NCR employment, all of which States or territories are deemed to be separately set forth here and the names of which are incorporated by reference; (a) [II FOR EMPLOYEES GRADE 17 AND BELOW AS OF THE DATE OF THIS AGREEMENT] perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); and (iv) within the territory where or for which you performed such services within the two years preceding your termination to the extent a specific geographic territory was assigned to you or, if no territory was assigned to you, then within a 250-mile radius from the primary office or other location where you worked during the last two years of your NCR employment; (b) perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of the Grant Date is set forth below in subparagraph (h)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its Subsidiaries or Affiliates, to terminate his or her employment with NCR, its Subsidiaries or Affiliates; or (d) solicit or attempt to induce solicit the business of any NCR customers or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman actively sought prospective customers with which you had material contact during the last two years of your NCR employment. “Material contact” means the Company contact between you and each customer or its subsidiaries to leave employ actively sought prospective customer (i) with which you dealt on behalf of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries)NCR, (2ii) interfere whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman as a result of the Company or its subsidiaries or (3) hire, contract your association with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other personNCR, or (5iv) accept employment with who receives products or seek remuneration services authorized by any NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsyour termination. (e) It is agreed All references to “NCR” in this Section 11 shall be deemed to include its Subsidiaries and Affiliates, and references to “NCR employment” shall be deemed to include your employment, if any, by a company the Company stock or substantially all the assets of which NCR has acquired. As a non-limiting example, a reference to the “last two years of your NCR employment” may include both time as an NCR employee and Employee that if any portion time as a Radiant Systems employee. (f) The covenants contained within this Section 11 are a material component of the covenants consideration for this Agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the event of such a breach, in addition to NCR’s other remedies, any unvested Stock Units will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your Termination of Employment (or if applicable law mandates a maximum time that is shorter than eighteen (18) months, than for a period of time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or not. (g) The twelve-month period set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both tolled and suspended during and for the pendency of any violation of its terms, and for the pendency of any legal proceedings to enforce any of the covenants set forth herein, and all time that is part of or subject to such tolling and suspension shall not be counted toward the twelve-month duration of the applicable covenant. By way of example, if immediately following your departure from NCR you accept employment with a competitor that is prohibited by the noncompetition covenant contained in this Section 11, and work for such competitor for six months before NCR obtains a judicial or arbitral order terminating or modifying that employment, your twelve-month noncompetition period shall not commence until after you have commenced compliance with that order. (h) For purposes of this Agreement, “Competing Organizations” shall be the following as to time of the Grant Date, including the subsidiaries and geographical areaaffiliates of each. The Company list of Competing Organizations is updated and Employee agree thatrevised from time to time, if any court and such updated lists shall be deemed a part of competent jurisdiction determines this Agreement; the specified time period current list may be obtained from the NCR Law Department or the specified geographical area applicable to this Section 11 to be invalidNCR Human Resources Department upon request, unreasonableor from the NCR Human Resources intranet website. Agilysys Hitachi-Omron Terminal Systems Pendum Xxxxxxx Xxxxxxx Phoenix Interactive Arinc. IBM Pinnacle Corporation Casio America, arbitrary or against public policyInc. IER POSitech Cenveo Intuit Retail Pro International DATA Business Forms Itautec RR Xxxxxxxx Dell, a lesser time period or geographical area which is determined to be reasonable, nonInc. JDA Software SAP Xxxxxxx XXX (Korala Associates) Schades-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.Heipa Dimension Data Kony Sharp Dresser Kiosk (KIS) SITA Eastcom LGN-Sys Square EPIC Logicalis Talaris Epicor Xxxxxxx TeleSource Escher Micros Systems Tolt Fujitsu Mobile Travel Technologies Toshiba TEC Getronics NRT Unisys Gilbarco Xxxxxx-Xxxx Nscglobal Useablenet Glory Oki Verifone GRG Banking Equipment Oracle Vista GRG International Panasonic Corporation Wand Hewlett Packard PAR Technology Wincor Hitachi PayPal / eBay Xpient

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by In exchange for the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During the term of Executive's employment, whether you are receiving pursuant to the terms of this Agreement, any automatic you agree that during your employment with NCR and for a twelve month period after its termination (or other renewal hereof or otherwiseif applicable law mandates a maximum time that is shorter than twelve months, and, except as may be otherwise herein provided, then for a period of six (6) months after the termination of his employment with the Companytime equal to that shorter maximum period), regardless of the reason for such termination, Executive shall notyou will not yourself or through others, directly or indirectly, enter into, engage in, be employed by or consult any business which competes with without the business prior written consent of the Company or its subsidiaries by selling, offering to sell, soliciting offers to buy, or producing, or by consulting with others concerning the selling or producing of, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale production, or by engaging in transactions with any person who was a vendor Chief Executive Officer of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor shall not apply to dealing with any vendor from whom the Company and its subsidiaries has not purchased or is not expected to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activities, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 shall not be violated by (i) the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability to render his required attention to the business of the Company and its subsidiaries.NCR: (ba) During his employment with the Company and, except as may be otherwise herein provided, for a period of six (6) months following the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will notperform services, directly or indirectly, (1i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; (iii) on behalf of yourself or a person or entity in competition with NCR that is not one of the named “Competing Organizations” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of February 2012 is set forth below in subparagraph (g)); and (iv) anywhere within the United States, or in any State or territory thereof in which NCR does or did business during your NCR employment, all of which States or territories are deemed to be separately set forth here and the names of which are incorporated by reference; (b) perform services, directly or indirectly, (i) of the type conducted, authorized, offered, or provided by you on behalf of NCR within the two years prior to termination of your NCR employment; (ii) in connection with products, services, systems or solutions that are similar to or serve the same functions as those with respect to which you worked for NCR within the last two years of your NCR employment; and (iii) on behalf of any named “Competing Organization” either on the list below in this Section 11 or, as applicable, on the list currently in effect at the time of termination of your NCR employment (available from the NCR Human Resources intranet website; the list as of February 2012 is set forth below in subparagraph (g)); (c) directly or indirectly recruit, hire, solicit or induce, or attempt to recruit, hire, solicit or induce, any employee of NCR, its subsidiaries or affiliates, to terminate his or her employment with NCR, its subsidiaries or affiliates; or (d) solicit or attempt to induce solicit the business of any NCR customers or solicit any employee, advisor, independent contractor, consultant, agent, representative salesman actively sought prospective customers with which you had material contact during the last two years of your NCR employment. “Material contact” means the Company contact between you and each customer or its subsidiaries to leave employ actively sought prospective customer (i) with which you dealt on behalf of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries)NCR, (2ii) interfere whose dealings with NCR were coordinated or supervised by you, (iii) about whom you obtained confidential information in the ordinary course of business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman as a result of the Company or its subsidiaries or (3) hire, contract your association with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other personNCR, or (5iv) accept employment with who receives products or seek remuneration services authorized by any NCR, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within the two years prior to the date of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employment. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenantsyour termination. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth All references to “NCR” in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as deemed to time include its subsidiaries and geographical area. The Company affiliates, and Employee agree thatreferences to “NCR employment” shall be deemed to include your employment, if any court any, by a company the stock or substantially all the assets of competent jurisdiction determines which NCR has acquired. As a non-limiting example, a reference to the specified “last two years of your NCR employment” may include both time period or the specified geographical area applicable to as an NCR employee and time as a Radiant Systems employee. (f) The covenants contained within this Section 11 are a material component of the consideration for this agreement. If you breach any of these covenants, NCR shall be entitled to all of its remedies at law or in equity, including but not limited to money damages and injunctive relief. In the event of such a breach, in addition to NCR's other remedies, any unvested Stock Units will be invalidimmediately forfeited and deemed canceled, unreasonableand you agree to pay immediately to NCR the Fair Market Value of any Stock Units that vested during the eighteen (18) months prior to the date of your termination of employment (or if applicable law mandates a maximum time that is shorter than eighteen (18) months, arbitrary than for a period of time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with such Stock Units or against public policynot. (g) For purposes of this Agreement, “Competing Organizations” shall be the following as of February 2012. The list of Competing Organizations is updated and revised from time to time, and such updated lists shall be deemed a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy part of this Agreement; the current list may be enforced against Executiveobtained from the NCR Law Department or the NCR Human Resources Department upon request, or from the NCR Human Resources intranet website. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.Agilysys Hyosung Pinnacle Corporation Amadeus IBM POSitech Arinc. IER Redbox Casio America, Inc. Intuit Retail Pro International Coinstar/Redbox Itautec Retalix Dell, Inc. JDA Software Schades-Heipa Xxxxxxx XXX (Korala Associates) Sharp Dresser Kiosk (KIS) SITA Eastcom LGN-Sys Sonic Solutions EPIC Xxxxxxx Talaris Epicor Micros Systems Tolt Fujitsu Nashua Unisys Getronics Netflix Verifone Gilbarco Xxxxxx-Xxxx NRT Vista Glory Oki Wand GRG Banking Equipment Panasonic Corporation Wincor Hewlett Packard PAR Technology Corporation Xpient Hitachi Pendum

Noncompetition and Nonsolicitation. Executive hereby acknowledges that, during and solely as a result of his employment by the Company, he has received and shall continue to receive access to confidential information and business and professional contacts. In consideration of the special and unique opportunities afforded to Executive by the Company as a result of Executive's employment, as outlined in the previous sentence, Executive hereby agrees as follows: (a) During Except if terminated by the term of Executive's employmentCorporation without "cause" or if terminated by the Employee with "Good Reason," the Employee agrees, whether pursuant to this Agreementthe extent permitted by law, that neither he nor any automatic or other renewal hereof or otherwise, and, except as entity in which he may be otherwise herein providedinterested as a partner, for a trustee, director, officer, employee, shareholder, option holder, lender of money or guarantor (each, an "Employee Affiliate"), during the Employee's employment with the Corporation and during the period terminating on the earlier to occur of six (6) months after the one year anniversary of the termination of his the Employment Period or the one year anniversary of the termination the Employee's employment with the CompanyCorporation, regardless whether or not subsequent to the termination of the reason for such termination, Executive shall notEmployment Period, directly or indirectly, enter intoown, engage inmanage, operate, join or control, or participate in the ownership, management, operation or control of, or be employed by a director or consult employee of, or a consultant to, any business, firm or corporation which is conducting any business which competes in any substantial respect with the business of the Company Corporation or its subsidiaries an Affiliated Entity as conducted at the date of termination, including, without limitation, the business of international long distance telecommunication services engaged in by selling, offering to sell, soliciting offers to buythe Corporation or any Affiliated Entity in any country where the Corporation, or producingany Affiliated Entity, or by consulting with others concerning conducts such business at any time during the selling or producing ofEmployment Period; provided, any product substantially similar to those now sold or produced by the Company or its subsidiaries or included in the product lines then developed by the Company or its subsidiaries for sale productionhowever, or by engaging in transactions with any person who was a vendor of merchandise to the Company or its subsidiaries; provided that the restriction on the ability to deal with a vendor provisions of this Article V shall not apply to dealing with any vendor from whom investments by the Company and its subsidiaries has not purchased or is not expected Employee in shares of stock registered under the Securities Exchange Act of 1934 which shall constitute less than one percent (1%) of the outstanding shares of such class of stock; and, provided, further, that, subject to purchase in excess of $25,000.00 of merchandise in any one fiscal year. Executive shall not engage in such prohibited activitiesthe Corporation's written approval, either as an individual, partner, officer, director, stockholder, employee, advisor, independent contractor, joint venturer, consultant, agent, or representative or salesman for any person, firm, partnership, corporation or other entity so competing with the Company or its subsidiaries. The restrictions of this Section 11 which approval shall not be violated by (i) unreasonably withheld, the ownership of no more than 2% of the outstanding securities of any company whose stock is traded on a national securities exchange or is quoted in the Automated Quotation System of the National Association of Securities Dealers (NASDAQ), or (ii) other outside business investments that do not in any manner conflict with the services Employee shall be entitled to be rendered by Executive for the Company and its subsidiaries and that do not diminish or detract from Executive's ability a consultant to render his required attention to a business which may compete in substantial respect with the business of the Company Corporation if such competing business is in a geographic location where the Corporation does not conduct significant business at such time. It is understood and its subsidiariesagreed that any opportunity directly or indirectly related to any business engaged in by the Corporation or any Affiliated Entity in any country where the Corporation or any Affiliated Entity conducts such business at any time during the Employment Period shall be deemed a corporate opportunity and the Employee shall promptly make such opportunity available exclusively to the Corporation. (b) During his employment The Employee agrees that he will not, during the Employment Period and for one year thereafter (i) persuade or attempt to persuade any producer, manufacturer, licensor, supplier or any other person providing services or goods to the Corporation or an Affiliated Entity not to do business with the Company andCorporation or an Affiliated Entity, except as the case may be otherwise herein providedwhich may reduce the amount of business it does with the Corporation or an Affiliated Entity, as the case may be; (ii) persuade or attempt to persuade any customer or potential customer not to do business with the Corporation or an Affiliated Entity which may reduce the amount of business it does with the Corporation or an Affiliated Entity, as the case may be; (iii) solicit for a period himself or any person other than the Corporation or an Affiliated Entity the business of six (6) months following any producer, manufacturer, licensor, supplier or any other person providing services or goods to the Corporation or an Affiliated Entity or any customer or potential customer who did business with the Corporation or an Affiliated Entity within one year prior to the termination of his employment with the Company, regardless of the reason for such termination, Executive agrees he will refrain from and will not, directly or indirectly, Employment Period; (1iv) induce, solicit persuade or attempt to induce or solicit persuade any employee, advisor, independent contractor, consultant, agent, representative salesman employee of the Company Corporation or its subsidiaries an Affiliated Entity, or any individual who was an employee of the Corporation or an Affiliated Entity during the one year prior to termination of the Employment Period, to leave the Corporation's, or such affiliate's employ or to become employed by any person other than the Corporation or an Affiliated Entity; or (v) unless the Employee has received the Corporation's written approval, which approval shall not be unreasonably withheld, perform any consulting services for any person, partnership, corporation, or other entity who has engaged in business with the Corporation or an Affiliated Entity during the one year immediately preceding termination of the Company or its subsidiaries or otherwise severe or terminate such person's business relationship with the Company or its subsidiaries (including, but not limited to, making any negative statements or communications about the Company or its subsidiaries), (2) interfere with the business relationship between the Company or its subsidiaries and any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries or (3) hire, contract with or otherwise engage the services of any employee, advisor, independent contractor, consultant, agent, representative or salesman of the Company or its subsidiaries for the benefit of any other person, or (5) accept employment with or seek remuneration by any of the clients or customers of the Company or its subsidiaries with whom the Company or its subsidiaries did business during the term of Executive's employmentEmployment Period. (c) The period of time during which Executive is prohibited from engaging in certain business practices pursuant to Sections 11(a) or (b) of this Article II shall be extended by any length of time during which Executive is in breach of such covenants. (d) It is understood by and between the parties hereto that the foregoing restrictive covenants set forth in Sections 11(a) through (c) of this Article II are essential elements of this Agreement, and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by Executive shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (e) It is agreed by the Company and Employee that if any portion of the covenants set forth in this Section 11 are held to be invalid, unreasonable, arbitrary or against public policy, then such portion of such covenants shall be considered divisible both as to time and geographical area. The Company and Employee agree that, if any court of competent jurisdiction determines the specified time period or the specified geographical area applicable to this Section 11 to be invalid, unreasonable, arbitrary or against public policy, a lesser time period or geographical area which is determined to be reasonable, non-arbitrary and not against public policy may be enforced against Executive. The Company and Executive agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by the Company.