Common use of Noncompetition; Nonsolicitation Clause in Contracts

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”’) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he Agreement, Executive will become familiar, and during the course of his Executive’s employment by the Company or any of its parent, subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he Agreement, Executive has become familiar, familiar with trade secrets and customer lists of and other confidential information concerning the Company and its parent, subsidiaries and affiliates and predecessors thereof and that his Executive’s services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and and, as a condition to the receipt of payments as provided under paragraph 4, for one year thereafter a period of two (2) years after termination of Executive’s employment with the Company, in the case State of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he North Carolina Executive shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholdershareholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engagedengaged in, or assist any other person, firm, corporation or enterprise in engaging or being engagedengaged in, in any business activity which is not competitive with a business activity then actively being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activityany of its parent, subsidiaries or affiliates. (c) The Executive further agrees that that, during the Noncompetition Employment Period he and, as a condition to the receipt of payments as provided under paragraph 4, for a period of two (2) years after termination of Executive’s employment with the Company, Executive shall not in any manner, directly or indirectly (i) indirectly, induce or attempt to induce any employee of the Company or of any of its parent, subsidiaries or affiliates (other than his spouse, if applicable) to terminate quit or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatesher employ. (d) Nothing in this Section 6 paragraph 7 shall prohibit the Executive from being being: (i1) a stockholder shareholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 25% of the outstanding stock equity securities of any class of a corporation any securities of or other entity which are is publicly traded, so long as the Executive has no active participation in the business of such corporationcorporation or other entity. (e) In the event Executive violates any legally enforceable provision of this Agreement as to which there is a specific time period during which Executive is prohibited from taking certain actions or from engaging in certain activities, as set forth in this Agreement, then, in such event, the violation shall toll the running of such time period from the date of such violation until the violation ceases. (f) Executive acknowledges that he has carefully considered the nature and extent of the restrictions on him and the rights and remedies conferred on the Company under this Agreement. Executive further acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to the Company, do not stifle Executive’s inherent skill and experience, would not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to Executive’s detriment. (g) If, at the time of enforcement of this Section 6paragraph, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) The Executive Participant acknowledges that in the course of his employment with the Company pursuant during Participant’s Service, Participant will create and have access to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning and to important business relationships. Accordingly, Participant represents, warrants and covenants to the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of specialSubsidiaries that, unique and extraordinary value subject to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case last sentence of either Termination for Good Reason following a Change in Control or Termination without Causethis Section 6(c), or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any mannerParticipant will not, directly or indirectly, through (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Participant) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engagedCompeting Business, or assist any other personPerson in soliciting, firm corporation selling to, or enterprise in engaging servicing, for the account of any Competing Business, any Client, (b) solicit, approach or being engaged, in induce any business then actively being conducted by Client to terminate or diminish its relationship with the Company or its Subsidiaries or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in any geographic area in which the six (6) months immediately prior to the termination or cessation of Participant’s Service) an employee of or consultant to the Company is conducting such business (whether through manufacturing or productionits Subsidiaries, calling on customers to terminate or prospective customersdiminish his or her or its relationship with the Company or its Subsidiaries or to be or become Associated With a Competing Business, or otherwise(d) otherwise interfere with the relationship between the Company or its Subsidiaries and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, subsequent Participant shall not be deemed to have violated this Section 6(c) if Participant becomes Associated With a Competing Business but, during the Employment Period the Executive may engage entire Restricted Period, Participant refrains from (x) working in or be for any business unit, subsidiary or division which engages or is engaged, directly or assist any other person, firm, corporation or enterprise in engaging or being engagedindirectly, in any business activity which is not competitive with a business activity being conducted by element of the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. Business and (cy) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce engaging in any employee element of the Business other than for the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatesSubsidiaries as an employee thereof. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) a. The Executive acknowledges that in agrees that, during the course period of his employment with the Company pursuant to this Agreement he and/or its Subsidiaries and, if the Executive’s employment is terminated for any reason, thereafter for a period of one year, the Executive will not at any time directly or indirectly, in any capacity, engage or participate in, or become familiaremployed by or render advisory or consulting or other services in connection with any Prohibited Business (as defined in Section 9.3.d). b. The Executive agrees that, and during the course period of the Executive’s employment with the Company and/or its Subsidiaries and, if the Executive’s employment is terminated for any reason, thereafter for a period of one year, the Executive shall not make any financial investment, whether in the form of equity or debt, or own any interest, directly or indirectly, in any Prohibited Business. Nothing in this Section 9.3.b shall, however, restrict the Executive from making any investment in a mutual fund or diversified investment company or any company whose stock is listed on a national securities exchange or actively traded in the over-the-counter market; provided that (1) such investment does not give the Executive the right or ability to control or influence the policy decisions of any Prohibited Business, (2) such investment does not create a conflict of interest between the Executive’s duties hereunder and the Executive’s interest in such investment and (3) such investment does not exceed three percent of the outstanding stock of any class of stock of a corporation or three percent of the ownership interest of any other entity. c. The Executive agrees that, during the period of his employment with the Company and/or its Subsidiaries and, if the Executive’s employment is terminated for any reason, thereafter for a period of one year, the Executive shall not (1) employ any employee of the Company and/or its Subsidiaries or (2) interfere with the Company’s or any of its Subsidiaries’ relationship with, or endeavor to entice away from the Company and/or its Subsidiaries any person, firm, corporation, or other business organization who or which at any time (whether before or after the date of the Executive’s termination of employment), was an employee, customer, vendor or supplier of, or maintained a business relationship with, any business of the Company and/or its Subsidiaries which was conducted at any time during the period commencing one year prior to the termination of employment. d. For the purpose of this Section 9.2, “Prohibited Business” shall be defined as any business or other entity and any branch, office or operation thereof, which is engaged in managing, distributing, marketing, administering or otherwise providing general purpose payment cards or credit cards, extended service plans and warranties, consumer credit products, fee-based products and services or any other business being conducted by or contemplated by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to Subsidiaries as of the date of this Agreement he has become familiarTermination Date, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engageddoes business, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages United States or assists in such business activityabroad. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) The Executive Employee acknowledges that in the course of his employment with the Company pursuant to this Agreement capacity as Employer’s employee hereunder, he will become familiarcreate and have access to confidential information and to important business relationships. Accordingly, Employee represents, warrants and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior covenants to Employer that, subject to the date last sentence of this Agreement Section 5.04, he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any mannernot, directly or indirectly, through (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Employee) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engagedCompeting Business, or assist any other personPerson in soliciting, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customersselling to, or otherwiseservicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Employee’s employment) an employee of or consultant to Employer, to terminate or diminish his or her or its relationship with Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, subsequent Employee shall not be deemed to have violated this Section 5.04 if he becomes Associated With a Competing Business but, during the Employment Period the Executive may engage entire Restricted Period, Employee refrains from (x) working in or be for any business unit, subsidiary or division which engages or is engaged, directly or assist any other person, firm, corporation or enterprise in engaging or being engagedindirectly, in any business activity which is not competitive with a business activity being conducted by element of the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. Business and (cy) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce engaging in any employee element of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, Business other than for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatesEmployer as an employee thereof. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that You acknowledge that, in the course of his your employment with the Company pursuant to this Agreement he and during the continuance of the Service Period: (i) you will become familiar, and during the course of his your employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has Agreement, you have become familiar, with trade secrets and customer lists of and other confidential proprietary information concerning regarding the business of the Company and its subsidiaries and affiliates and predecessors; (ii) such trade secrets and customer lists of and proprietary information regarding the business of the Company and its subsidiaries and affiliates and predecessors thereof are confidential and that his the exclusive property of the Company; and (iii) your services have been and will be of special, unique and extraordinary value to the Company. You agree that you will not disclose, divulge, discuss, copy or otherwise use or cause to be used in any manner in competition with, or contrary to the interests of, the Company, the trade secrets and customer lists of and proprietary information regarding the business of the Company and its subsidiaries and affiliates and predecessors. (b) The Executive agrees that You agree that, during your employment with the Employment Period Company and for one year thereafter in until the case of either Termination for Good Reason following a Change in Control later of: (i) three years after your Separation from Service with the Company or Termination without Cause, or for two (ii) three years thereafter in the case of after termination of employment for any other reasonthe Service Period, the (“Noncompetition Period”) he shall you will not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholdershareholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engagedengaged in, or assist any other person, firm, corporation or enterprise in engaging or being engagedengaged in, in any business activity which is not competitive with a business activity then actively being conducted by the Company at the time subsequent or any of its subsidiaries or affiliates or any business similar to the Employment Period that businesses then conducted or contemplated to be conducted by the Executive first engages Company or assists in such business activityany of its subsidiaries or affiliates. (c) The Executive You further agrees that agree that, during your employment with the Noncompetition Period he shall Company and until the later of (i) three years after your Separation from Service with the Company or (ii) three years after termination of the Service Period, you will not in any manner, directly or indirectly (i) indirectly, induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate quit or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatesher employ. (d) Nothing in this Section 6 shall 5 will prohibit the Executive you from being being: (i) a stockholder shareholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 25% of the outstanding stock equity securities of any class of a corporation any securities of or other entity which are is publicly traded, so long as the Executive has you have no active participation in the business of such corporationcorporation or other entity. (e) In the event you violate any legally enforceable provision of this Agreement as to which there is a specific time period during which you are prohibited from taking certain actions or from engaging in certain activities, as set forth in this Agreement, then, in such event, the violation shall toll the running of such time period from the date of such violation until the violation ceases. (f) You acknowledge that you have carefully considered the nature and extent of the restrictions on you and the rights and remedies conferred on the Company under this Agreement. You further acknowledge and agree that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to the Company, do not stifle your inherent skill and experience, would not operate as a bar to your sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to your detriment. (g) If, at the time of enforcement of this Section 65, a court holds that the restrictions stated herein in this Section 5 are unreasonable under circumstances then existing, you and the parties hereto Company agree that the maximum period, scope or geographical area reasonable under such circumstances shall will be substituted for the stated period, scope or area and that the court shall will be allowed to revise the restrictions contained herein in this Section 5 to cover the maximum period, scope and area permitted by law. (h) Nothing in this Section 5 will be deemed to limit or otherwise affect any noncompetition or nonsolicitation or other similar covenant or obligations imposed on you under any other agreement with, or plan or arrangement of, the Company.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in During the course Contract Period and during the two (2) year period following the termination of his employment with the Company pursuant Bank (the "Restriction Period"), McAuxxxxx xxxll not become associated with any entity, whether as a principal, partner, employee, consultant or shareholder (other than as a holder of not in excess of one percent (1%) of the outstanding voting shares of any company) that is, or intends to this Agreement he will become familiarbe, and during engaged in any business which is in competition with the course business of his employment by the Company Bank or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business Bank or any of its subsidiaries operates an office which employs at least one (whether through manufacturing or production, calling on customers or prospective customers, or otherwise1) person (a "Competitor"). Notwithstanding The restrictive covenant set forth in this Paragraph (a) shall not apply, however, if the foregoingtermination of McAuxxxxx'x xxxloyment is on account of the Bank exercising its right to terminate his employment under Paragraph (a) of Section 4 in the event of his Disability. (b) During the Contract Period and during the two (2) year period following the termination of his employment with the Bank (the "Nonsolicitation Period"), subsequent to the Employment Period the Executive may engage McAuxxxxx xxxll not, directly or be engagedindirectly, encourage or solicit, or assist any other personperson or firm in encouraging or soliciting, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees person that during the Noncompetition Period he shall not two year period preceding such termination of his employment with the Bank is or was engaged in any manner, directly a business relationship with the Bank or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of its relationship with the Company Bank or any of its subsidiaries or affiliates to engage in a business relationship with a Competitor. The restrictive covenant set forth in this Paragraph (b) shall not apply, however, if the termination of McAuxxxxx'x xxxloyment is on account of the Bank exercising its right to terminate or abandon its relationshiphis employment under Paragraph (a) of Section 4 in the event of his Disability. (c) During the Nonsolicitation Period, for any purpose whatsoeverMcAuxxxxx xxxl not, or (ii) in connection except with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer the prior written consent of the Company Bank, directly or indirectly, induce any employee of the Bank or any of its subsidiaries to terminate employment with such entity, and will not, directly or affiliatesindirectly, either individually or as owner, agent, employee, consultant or otherwise, employ, offer employment or cause employment to be offered to any person who is or was employed by the Bank or a subsidiary thereof unless such person shall have ceased to be employed by such entity for a period of at least six (6) months. (d) Nothing in this Section 6 shall prohibit Promptly following his termination of employment, McAuxxxxx xxxll return to the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% Bank all property of the outstanding stock of any class of a corporation any securities of which are publicly tradedBank, so long as the Executive has no active participation and all copies thereof in the business of his possession or under his control, including, without limitation, all Confidential Information in whatever media such corporationConfidential Information is maintained. (e) IfMcAuxxxxx xxxnowledges and agrees that the Restriction Period and the Nonsolicitation Period and the matters and territories covered thereby are fair and reasonable and the result of negotiation, at and further acknowledges and agrees that the time covenants and obligations of enforcement of him in Section 9 and this Section 610 with respect to noncompetition, nonsolicitation, confidentiality and Bank property relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the Bank irreparable injury for which adequate remedies are not available at law. Therefore, McAuxxxxx xxxees that the Bank shall be entitled to an injunction, restraining order or such other equitable relief as a court holds that of competent jurisdiction may deem necessary or appropriate to restrain him from committing any violation of such covenants and obligations. These injunctive remedies are cumulative and are in addition to any other rights and remedies the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope Bank may have at law or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawin equity.

Noncompetition; Nonsolicitation. (a) The Executive Employee acknowledges that in the course of his employment with the Company pursuant to this Agreement capacity as Employer’s employee hereunder, he will become familiarcreate and have access to confidential information and to important business relationships. Accordingly, Employee represents, warrants and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior covenants to Employer that, subject to the date last sentence of this Agreement Section 5.04, he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any mannernot, directly or indirectly, through (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Employee) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engagedCompeting Business, or assist any other personPerson in soliciting, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customersselling to, or otherwiseservicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Employee’s employment) an employee of or consultant to Employer, to terminate or diminish his or her or its relationship with Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section 5.04. Notwithstanding the foregoing, subsequent Employee shall not be deemed to have violated this Section 5.04 if he becomes Associated With a Competing Business but, during the Employment Period the Executive may engage entire Restricted Period, Employee refrains from (x) working in or be for any business unit, subsidiary or division which engages or is engaged, directly or assist any other person, firm, corporation or enterprise in engaging or being engagedindirectly, in any business activity which is not competitive with a business activity being conducted by element of the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. Business and (cy) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce engaging in any employee element of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, Business other than for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatesEmployer as an employee thereof. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (ai) The Executive acknowledges that in During the course Employment Period and during the three-year period (subject to Section 8(a)(ii)) following any termination of his the Executive's employment with the Company pursuant and any of its affiliates, including due to this Agreement he will expiration of the Employment Period (the "Restriction Period"), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become familiarassociated with (including as an advisor, and during representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a "person") that is, or intends to be, engaged in any business which is in competition with any business of the course Company, or any of his employment by its subsidiaries or controlled affiliates in any country in which the Company or any of its subsidiaries or controlled affiliates operate, compete or any predecessor thereof prior are engaged in such business or at such time intend so to the date operate, compete or become engaged in such business (a "Competitor"). For purposes of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reasonAgreement, the (“Noncompetition Period”) he shall not in term "participate" includes any mannerdirect or indirect interest, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or whether as an officer, director, stockholderemployee, investor partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or employee owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market). (ii) In the event the Employment Period is terminated by the Company other than (1) for Cause or (2) due to the Executive's death or Disability, the Company shall elect (a "Restriction Election"), in its sole and absolute discretion (subject to the provisions of Section 5(a)(i)(B)), to limit the remainder of the Restriction Period following such termination to a one, two or three-year period (the "Post-Termination Restriction Period"). If no Restriction Election is made, the Company shall be deemed to have elected a three-year Post-Termination Restriction Period. (b) During the portion of the Restriction Period following any other corporation termination of the Executive's employment with the Company and any of its affiliates, the Executive shall not, directly or enterprise indirectly, encourage or otherwise, engage or be engagedsolicit, or assist any other personperson or firm in encouraging or soliciting, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by person that during the Company in any geographic area in which three-year period preceding such termination of the Executive's employment with the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise was engaged in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by relationship with the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees that during the Noncompetition Period he shall not in any mannerCompany, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or controlled affiliates to terminate or abandon his employment, or any customer of its relationship with the Company or any of its subsidiaries or controlled affiliates or to terminate engage in a business relationship with a Competitor. (c) During the portion of the Restriction Period following any termination of the Executive's employment with the Company and any of its affiliates, the Executive will not, except with the prior written consent of the Company, directly or abandon its relationshipindirectly, for induce any purpose whatsoeveremployee of the Company, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatescontrolled affiliates to terminate employment with such entity, and will not, directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, employ, offer employment or cause employment to be offered to any person (including employment as an independent contractor) who is or was employed by the Company or any of its respective subsidiaries or controlled affiliates unless such person shall have ceased to be employed by such entity for a period of at least twelve months. For purposes of this Section 8(c), "employment" shall be deemed to include rendering services as an independent contractor and "employees" shall be deemed to include independent contractors. (d) Nothing in this Section 6 shall prohibit Promptly following the Executive's termination of employment, including due to expiration of the Employment Period, the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% shall return to the Company all property of the outstanding stock of any class of a corporation any securities of which are publicly tradedCompany and its respective subsidiaries and affiliates, so long as the Executive has no active participation and all copies thereof, in the business of Executive's possession or under his control, including, without limitation, all Confidential Information in whatever media such corporationConfidential Information is maintained. (e) The Executive acknowledges and agrees that the Restriction Period and the covenants and obligations of the Executive in Section 7 and this Section 8 with respect to non-competition, nonsolicitation and confidentiality and with respect to the property of the Company and its subsidiaries and controlled affiliates, and the territories covered thereby, are fair and reasonable and the result of negotiation. The Executive further acknowledges and agrees that the covenants and obligations of the Executive in Section 7 and this Section 8 with respect to noncompetition, nonsolicitation and confidentiality and with respect to the property of the Company and its subsidiaries and controlled affiliates, and the territories covered thereby, relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the Company and its subsidiaries and affiliates irreparable injury for which adequate remedies are not available at law. Therefore, the Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Executive from committing any violation of such covenants and obligations. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity. If, at the time of enforcement of Section 7 and/or this Section 68, a court holds that any of the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or scope, and/or geographical area reasonable legally permissible under such circumstances shall will be substituted for the stated period, scope or and/or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawstated herein.

Noncompetition; Nonsolicitation. (a) The Executive Stockholder acknowledges that in the course of his the Stockholder's employment with the Company pursuant to this Agreement he the Stockholder has and will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, familiar with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his the Stockholder's services have been and will be of special, unique and extraordinary value to the CompanyCompany and its subsidiaries. (b) The Executive Stockholder agrees that during the period of the Stockholder's employment with the Company and the period, if any, during which the Stockholder is receiving severance payments from the Company pursuant to Section 4 of the Stockholder's Employment Period and for one year thereafter in Agreement (the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason"Noncompetition Period"), the (“Noncompetition Period”) he Stockholder shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity business, in which is not competitive with a business activity the Stockholder was involved or had knowledge, being conducted by by, or contemplated by, the Company at Company, any of its subsidiaries or any of the time subsequent to worldwide direct selling companies of Parent as of the Employment Period that termination of the Executive first engages Stockholder's employment in any geographic area in which the Company, any of its subsidiaries or assists in any of the worldwide direct selling companies of Parent is then conducting such business activitybusiness. (c) The Executive Stockholder further agrees that during the Noncompetition Period he the Stockholder shall not (i) in any manner, directly or indirectly (i) indirectly, induce or attempt to induce any employee or independent sales force member of the Company or of Company, any of its subsidiaries or affiliates any worldwide direct selling company of Parent to terminate or abandon his employment, or any customer of her employment or other relationship with the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, such Parent affiliate for any purpose whatsoever, whatsoever or (ii) in connection with any business to which Section 6(b5(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of Company, any of its subsidiaries or affiliatesany of the worldwide direct selling companies of Parent. (d) Nothing in this Section 6 5 shall prohibit the Executive Stockholder from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive an owner of not more than 2% two percent of the outstanding stock of any class of a corporation corporation, any securities of which are publicly traded, so long as the Executive Stockholder has no active participation in the business of such corporation. (e) If, at the any time of enforcement of this Section 65, a court or an arbitrator holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.area

Noncompetition; Nonsolicitation. (a) The Executive Employee acknowledges that in the course of his employment with the Company pursuant to this Agreement capacity as Employer’s employee hereunder, he will become familiarcreate and have access to confidential information and to important business relationships. Accordingly, Employee represents, warrants and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior covenants to Employer that, subject to the date last sentence of this Agreement Section 5.04, he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any mannernot, directly or indirectly, through (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Employee) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engagedCompeting Business, or assist any other personPerson in soliciting, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customersselling to, or otherwiseservicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Employee’s employment) an employee of or consultant to Employer, to terminate or diminish his or her or its relationship with Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, subsequent Employee shall not be deemed to have violated this Section 5.04 if he becomes Associated With a Competing Business but, during the Employment Period the Executive may engage entire Restricted Period, Employee refrains from (x) working in or be for any business unit subsidiary or division which engages or is engaged, directly or assist any other person, firm, corporation or enterprise in engaging or being engagedindirectly, in any business activity which is not competitive with a business activity being conducted by element of the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. Business and (cy) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce engaging in any employee element of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, Business other than for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatesEmployer as an employee thereof. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) The Executive Employee acknowledges that in the course of his employment with the Company pursuant her capacity as Employer’s employee hereunder, she will create and have access to this Agreement he will become familiarconfidential information and to important business relationships. Accordingly, Employee represents, warrants and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior covenants to Employer that, subject to the date last sentence of this Agreement he has become familiarSection 5.04, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and she will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any mannernot, directly or indirectly, through (i) during the Restricted Period without the express prior written approval of the Board, be or become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of Employee) or (ii) during the Restricted Period without the express prior written approval of the Board, (a) solicit, sell to or service, for the account of any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engagedCompeting Business, or assist any other personPerson in soliciting, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customersselling to, or otherwiseservicing, for the account of any Competing Business, any Client, (b) solicit, approach or induce any Client to terminate or diminish its relationship with Employer or to explore, discuss, investigate or consider a business relationship with a Competing Business, (c) solicit, approach or induce any Person who is then (or was at any time in the six (6) months immediately prior to the termination or cessation of Employee’s employment) an employee of or consultant to Employer, to terminate or diminish her or its relationship with Employer or to be or become Associated With a Competing Business, or (d) otherwise interfere with the relationship between Employer and any of their respective Clients, employees, consultants, suppliers or service providers, or (e) take any steps to, or negotiate or enter into any oral or written agreement or understanding to, do any of the things referenced in (a), (b), (c), (d), or (e) of this Section. Notwithstanding the foregoing, subsequent Employee shall not be deemed to have violated this Section 5.04 if she becomes Associated With a Competing Business but, during the Employment Period the Executive may engage entire Restricted Period, Employee refrains from (x) working in or be for any business unit, subsidiary or division which engages or is engaged, directly or assist any other person, firm, corporation or enterprise in engaging or being engagedindirectly, in any business activity which is not competitive with a business activity being conducted by element of the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. Business and (cy) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce engaging in any employee element of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, Business other than for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatesEmployer as an employee thereof. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) a. The Executive acknowledges that in agrees that, during the course period of his employment with the Company pursuant to this Agreement he and/or its Subsidiaries and, if the Executive’s employment is terminated for any reason, thereafter for a period of two years, the Executive will not at any time directly or indirectly, in any capacity, engage or participate in, or become familiaremployed by or render advisory or consulting or other services in connection with any Prohibited Business (as defined in Section 9.3.d). b. The Executive agrees that, and during the course period of the Executive’s employment with the Company and/or its Subsidiaries and, if the Executive’s employment is terminated for any reason, thereafter for a period of two years, the Executive shall not make any financial investment, whether in the form of equity or debt, or own any interest, directly or indirectly, in any Prohibited Business. Nothing in this Section 9.3.b shall, however, restrict the Executive from making any investment in a mutual fund or diversified investment company or any company whose stock is listed on a national securities exchange or actively traded in the over-the-counter market; provided that (1) such investment does not give the Executive the right or ability to control or influence the policy decisions of any Prohibited Business, (2) such investment does not create a conflict of interest between the Executive’s duties hereunder and the Executive’s interest in such investment and (3) such investment does not exceed three percent of the outstanding stock of any class of stock of a corporation or three percent of the ownership interest of any other entity. c. The Executive agrees that, during the period of his employment with the Company and/or its Subsidiaries and, if the Executive’s employment is terminated for any reason, thereafter for a period of two years, the Executive shall not (1) employ any employee of the Company and/or its Subsidiaries or (2) interfere with the Company’s or any of its Subsidiaries’ relationship with, or endeavor to entice away from the Company and/or its Subsidiaries any person, firm, corporation, or other business organization who or which at any time (whether before or after the date of the Executive’s termination of employment), was an employee, customer, vendor or supplier of, or maintained a business relationship with, any business of the Company and/or its Subsidiaries which was conducted at any time during the period commencing one year prior to the termination of employment. d. For the purpose of this Section 9.2, “Prohibited Business” shall be defined as any business or other entity and any branch, office or operation thereof, which is engaged in managing, distributing, marketing, administering or otherwise providing general purpose payment cards or credit cards, extended service plans and warranties, consumer credit products, fee-based products and services or any other business being conducted by or contemplated by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to Subsidiaries as of the date of this Agreement he has become familiarTermination Date, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engageddoes business, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages United States or assists in such business activityabroad. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (ai) The Executive acknowledges that During the Employment Term, the Employee shall not (A) directly or by other means with intent engage in any activity which the course of his employment Company shall determine in good faith to be in competition with the Company pursuant Company, or (B) plan or otherwise take any preliminary steps, either alone or in concert with others, to this Agreement he will become familiar, set up or engage in any business enterprise that would be in competition with the Company. (ii) During the Employment Term and during for a period ending on the course later of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to (A) three (3) years after the date of this Agreement he has become familiarfirst set forth above, and (B) one (1) year after the (x) termination or (y) expiration of the Employment Term of this Agreement, the Employee shall not, either directly or by other means with trade secrets and customer lists intent, either alone or in concert with others, (A) solicit or entice any employee of and other confidential information concerning or consultant to the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of specialto leave the Company or to work for anyone other than the Company, unique and extraordinary value or (B) solicit, entice or in any way divert any customer or supplier with whom the Employee has conducted business or assisted the Company in providing business, to do business with any business entity in competition with the Company. (biii) The Executive agrees that during During the Employment Period Term and for a period ending on the later of (A) three (3) years after the date of this Agreement first set forth above, and (B) one (1) year thereafter in after the case (x) termination or (y) expiration of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case Employment Term of termination of employment for any other reasonthis Agreement, the (“Noncompetition Period”) he Employee shall not in any mannernot, directly or indirectlyby other means with intent, through any personaffiliates, firm or corporationa partnership, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise joint venture or otherwise, (A) enter into, engage in, conduct or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in carry on any business then actively being conducted by which competes with the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to end of the Employment Period that Term, (including developments and products of the Executive first Company toward which the Employee has contributed or will, during the Employment Term, contribute)(collectively referred to herein as a "Competitive Business") or (B) participate in the management of any person, -------------------- firm, enterprise or corporation if such person, firm, enterprise or corporation engages or assists proposes to engage in such a Competitive Business, in the geographic areas where the Company conducts business activityat the end of the Employment Term. (civ) The Executive further agrees that during the Noncompetition Period he shall not in If any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) Nothing covenants contained in this Section 6 shall prohibit the Executive from being (i8(f) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% is ------------ determined to be unenforceable because of the outstanding stock duration of such covenants or the area covered thereby, or the scope of such prohibited activities, then the court making the determination shall have the power to reduce the duration of such covenant, area covered and/or the scope of prohibited activities covered thereby, and such covenants, in their reduced form shall be enforceable. If any of the covenants contained in this Section 8(f) is determined to be wholly unenforceable by the courts of any class of a corporation any securities of which are publicly tradeddomestic or foreign jurisdiction, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances covenant shall be substituted for the stated period, scope or area deemed severable into independent covenants and that the court shall be allowed enforceable as so severed to revise the restrictions contained herein to cover the maximum period, scope and area extent permitted by lawsuch court.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in Independent of any obligation under any other contract or agreement between Employee and the course of his employment Company, while Employee is employed with the Company pursuant to this Agreement he will become familiar, and during for a period of nine (9) months following the course termination of his Employee’s employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, relationship with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he Employee shall not in any mannernot, directly or indirectly, through whether as an individual for his own account, or for or with any other person, firm, corporation, partnership, joint venture, association, or other entity whatsoever, which is or intends to be engaged in the genetic testing business and, more particularly, in the clinical laboratory, pharmacogenetics or diagnostics business; provided, however, that the restrictions set forth in this clause shall not apply to involvement that consists solely of being a passive investor that “beneficially owns,” as such term is used in Rule 13d-3 promulgated under the Exchange Act, 2% or less of the outstanding securities of any class of securities issued by a publicly-traded entity: (a) Solicit, interfere with, or endeavor to entice away from the Company, any person, firm or firm, corporation, alone partnership, or entity of any kind whatsoever, which was or is a client or licensor of the Company or for which the Company performed services, with respect to any business, product or service that is competitive to the products or services offered by the Company, or under development by the Company, as of the date of the termination of Employee’s relationship with the Company. This restriction shall apply only to such clients or licensors of the Company that Employee serviced, solicited or had material contact with at any time during the one (1) year prior to the separation of Employee’s relationship with the Company, either as an independent contractor or as a member an employee of a partnership the Company; (b) Hire, solicit, encourage or endeavor to induce any of the Company’s employees or consultants to terminate their relationship with the Company, or take away such employees or consultants, or attempt to hire, solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for Employee or for any other person or entity; (c) Induce or attempt to induce any supplier, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such supplier, licensee or business relation and the Company; (d) Make any written or oral statements or disclosures, or cause or encourage any other person or entity to make any written or oral statements or disclosures, that defame, disparage or in any way criticize the Company or the reputation, practices or conduct of the Company; or (e) Engage as an officer, director, stockholderjoint venturer, investor or employee of or in any other corporation or enterprise or otherwiseemployee, engage or be engagedindependent contractor, consultant, adviser, sales representative, or assist any other personowner or stockholder in, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business as an investor (whether through manufacturing debt or productionequity) in, calling on customers any business or prospective customersotherwise participate in, assist, aid or advise in any way, contribute any capital or make any advances or loans to, take any profit-sharing percentage or ownership interest in, or otherwise). Notwithstanding the foregoingreceive any income, subsequent compensation or consulting fees from, any person, business or enterprise that is adverse or antagonistic to the Employment Period the Executive may engage Company, its business or be engagedprospects, financial or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activityotherwise. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. In consideration of the purchase of the Assets (as defined in the Asset Purchase Agreement), the goodwill associated therewith, and the Business (as defined in the Asset Purchase Agreement), and the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged by Employer and Employee: (a) The Executive acknowledges that Employee covenants to Employer that, for a period beginning on the Start Date and continuing until the later to occur of: (i) five years following the Start Date, or (ii) two years following the Termination Date (such period, the “Non-Competition Period”), without the prior written consent of Employer (which consent may be withheld in the course sole and absolute discretion of Employer), none of Employee or any Affiliate (as defined below) of Employee (each, a “Covenanting Person”) will, directly or indirectly (in any capacity, including as a shareholder, partner, member, investor, lender, principal, director, officer, employee, consultant or agent of any other Person (as defined below)): (x) engage in, or have any financial interest in any other Person that engages in, the business of marketing or providing temporary staffing and employment services (a “Competing Business”) within the United States of America; (y) solicit or influence, or attempt to solicit or influence, any Person who is a customer of the BG Affiliated Group (as defined below), or any Person who could reasonably be expected to become a customer of the BG Affiliated Group (based upon the nature of such Person’s business and operations), to purchase any Competing Business services from any Person other than the BG Affiliated Group; or (z) solicit, entice, induce or hire any Person who is an employee or independent contractor of the BG Affiliated Group, or who to the knowledge of Employee becomes an employee or independent contractor of the BG Affiliated Group, to become employed or independently contracted by any other Person or to leave his or her employment with the Company BG Affiliated Group or cease independently contracting for the BG Affiliated Group, or approach any such employee or independent contractor for such purpose or authorize or knowingly approve the taking of such actions by any other Person; provided, however, that the foregoing restriction shall not prohibit the solicitation or hiring of any such employee or independent contractor through an advertisement or a general solicitation (including by an independent employment agency) that is not specifically targeted at the employees and independent contractors of the BG Affiliated Group. It will not be a violation of the restrictive covenants set forth in this Section 7(a) for a Covenanting Person to invest in publicly-traded equity securities constituting less than one percent of the outstanding securities of such class. The restrictive covenants set forth in this Section 7(a) shall terminate in the event of a Default (as defined in Section 6.1(a) of the Asset Purchase Agreement) that is not cured pursuant to this Agreement he will become familiar, and during in accordance with the course same terms and conditions set forth in such section of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the CompanyAsset Purchase Agreement. (b) The Executive Employee acknowledges and agrees that the BG Affiliated Group would be irreparably harmed by any breach of the restrictive covenants set forth in Section 7(a) and that, in addition to all other rights and remedies available to Employer at law or in equity, Employer will be entitled to injunctive and other equitable relief to prevent or enjoin any such breach and without the necessity of posting bond. If any Covenanting Person breaches Section 7(a), the period of time during which the Employment Period provisions thereof are applicable will automatically be extended for a period of time equal to the time that such breach began until such violation permanently ceases. (c) Employee represents to Employer that he is willing and for one year thereafter able to engage in businesses that are not restricted pursuant to this Section 7 and that enforcement of the restrictive covenant set forth in this Section 7 will not be unduly burdensome to him. Employee acknowledges that his agreement to the restrictive covenant set forth in this Section 7 is a material inducement and condition to Employer and the BG Affiliated Group’s willingness to enter into this Agreement, the Asset Purchase Agreement and the other Buyer Documents (as defined in the case Asset Purchase Agreement), to consummate the transactions contemplated hereby and thereby and to perform Employer’s and the BG Affiliated Group’s obligations hereunder and thereunder. Employee acknowledges and agrees that the restrictive covenant and remedy set forth in this Section 7 are reasonable as to time, geographic area and scope of either Termination for Good Reason following activity and do not impose a Change greater restraint than is necessary to protect the goodwill and legitimate business interests of the BG Affiliated Group. (d) Notwithstanding the foregoing, if the restrictive covenant set forth in Control this Section 7 is found by a court of competent jurisdiction to contain limitations as to time, geographic area or Termination without Causescope of activity that are not reasonable or not necessary to protect the goodwill or legitimate business interests of the BG Affiliated Group, or for two years thereafter then such court is hereby authorized and directed to reform such provisions to the minimum extent necessary to cause the limitations contained in this Section 7 as to time, geographical area and scope of activity to be reasonable and to impose a restraint that is not greater than necessary to protect the case goodwill and legitimate business interests of termination the BG Affiliated Group. (e) For purposes of employment for this Section 7, (i) the term “Affiliate” means, with respect to a specified Person, any other reason, the (“Noncompetition Period”) he shall not in any mannerPerson or member of a group of Persons acting together that, directly or indirectly, through any personone or more intermediaries, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engagedcontrols, or assist any other personis controlled by or is under common control with, firm corporation or enterprise in engaging or being engagedthe specified Person, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business the term “BG Affiliated Group” means Employer and its Affiliates from time to which Section 6(b) appliestime, call onincluding, servicewithout limitation, solicit or otherwise do business with any then current or prospective customer BG Staffing, BG Personnel Services, LP, BG Personnel, LP, LTN Staffing, LLC, and LTN Acquisition, LLC, and, after the closing of the Company Asset Purchase Agreement, American Partners, and (iii) the term “Person” means any individual, corporation, partnership, governmental body or of any of its subsidiaries or affiliatesother entity. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges Employee agrees that in for the course of his period commencing on the date on which the Employee’s employment with the Company or its subsidiaries terminates for any reason (the “Termination Date”) and ending on either (i) the eighteen month anniversary of the Termination Date if the Employee is eligible, as of the Termination Date, to receive severance payments pursuant to this Agreement he Section 3 of the Plan or pursuant to Section 2 of the TCA, or (ii) the twelve-month anniversary of the Termination Date if the Employee is not eligible, as of the Termination Date, to receive any such payments, the Employee will become familiar, abide by the restrictions contained in Sections 1(a)(1) and during the course of his employment 1(a)(2). (1) The Employee will not engage in any Business (as defined in Section 1(a)(3)) being conducted or planned by the Company or any of its subsidiaries or affiliates as of the Termination Date in any geographic area in which the Company or any predecessor thereof prior of its subsidiaries is conducting such Business or plans to conduct such Business as of the Termination Date. The restriction contained in this Section 1(a)(1) shall apply to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not Employee engaging in any manner, such Business either directly or indirectly, indirectly through any person, firm or firm, corporation, alone partnership or as a member of a partnership other enterprise, or as an officer, director, stockholder, investor partner, investor, employee or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customersconsultant thereof, or otherwise). Notwithstanding Without limiting the foregoingforegoing restriction, subsequent to but by way of illustration of its application, the Employment Period the Executive may Employee will not engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which such Business by becoming an officer, director, stockholder, partner, investor, employee or consultant of any of the corporations or other enterprises set forth in Schedule I hereto (including any affiliate of such corporations or other enterprises), it being acknowledged that (i) Schedule I is only a representative list of the Company’s current competitors and is not competitive with a business activity being conducted by intended to include all of the Company’s current competitors and (ii) new competitors of the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activitymay emerge over time. (c2) The Executive further agrees that during the Noncompetition Period he shall Employee will not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, her employment for any purpose whatsoever, whatsoever or (ii) in connection with any business to which the restriction contained in Section 6(b1(a)(l) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or any of its subsidiaries. (3) For purposes of Section 1(a)(1), “Business” shall mean any business conducted or planned by the Company or any of its subsidiaries if the Employee, while employed by the Company or affiliates. (d) Nothing any of its subsidiaries, was involved in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund such business or a diversified investment company or (ii) a passive owner had knowledge of not more than 2% of the outstanding stock of any class such business. The Employee will be deemed to have knowledge of a corporation any securities Business if the Employee received or was otherwise in possession of which are publicly traded, so long Confidential Information (as the Executive has no active participation defined in the business of Section 2) regarding such corporationBusiness. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (ai) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during During the Employment Period and for a period of one (1) year thereafter in following the case of either Termination for Good Reason following a Change in Control or Termination without CauseDate, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any mannerExecutive will not, directly or indirectly, through any personown, firm or corporationmanage, alone or as a member of a partnership or operate, control, be employed by (whether as an officeremployee, directorconsultant, stockholder, investor or employee of or in any other corporation or enterprise independent contractor or otherwise, engage and whether or be engagednot for compensation) or render services to HCA Healthcare, Inc., Community Health Systems, Inc., Universal Health Services, Inc., Surgery Partners, Inc., or assist any other person, firm corporation of their respective affiliates or enterprise successors in engaging or being engaged, in any business then actively being conducted by interest (the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise“Restricted Entities”). Notwithstanding the foregoing, subsequent (i) nothing herein shall prohibit Executive from being a passive owner of not more than one percent (1%) of the equity securities of Restricted Entities, so long as Executive has no active participation in the business of such corporation and (ii) in the event a Restricted Entity becomes an affiliate of Company, this provision shall no longer apply with respect to such Restricted Entity. (ii) During the Employment Period and for a period of two (2) years following the Termination Date, Executive may engage agrees that Executive shall not, directly or be engagedindirectly, individually or assist on behalf of any other person, firm, corporation or enterprise in engaging other entity, solicit, aid or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate leave such employment or abandon its relationshipretention or to accept employment with or render services to or with any other person, for firm, corporation or other entity unaffiliated with the Company or take any purpose whatsoeveraction to materially assist or aid any other person, firm, corporation or other entity in identifying or soliciting any such employee. An employee shall be deemed covered by this Section (ii) while so employed or retained and for a period of six (6) months thereafter; provided, however, that the Company will, in connection with good faith, consider exempting any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of employee who was terminated by the Company or of any of its subsidiaries or affiliates. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in During the course Employment Period and during the three-year period following any termination of his the Executive's employment with the Company pursuant and any of its affiliates, including due to this Agreement he will expiration of the Employment Period (the "Restriction Period"), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become familiarassociated with (including as an advisor, and during representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a "person") that is, or intends to be, engaged in any business which is in competition with the course business of his employment by the Company, or any of its subsidiaries or controlled affiliates in any country in which the Company or any of its subsidiaries or controlled affiliates operate, compete or any predecessor thereof prior are engaged in such business or at such time intend so to the date operate, compete or become engaged in such business (a "Competitor"). For purposes of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reasonAgreement, the (“Noncompetition Period”) he shall not in term "participate" includes any mannerdirect or indirect interest, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or whether as an officer, director, stockholderemployee, investor or employee partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market). (b) During the portion of the Restriction Period following any other corporation termination of the Executive's employment with the Company and any of its affiliates, the Executive shall not, directly or enterprise indirectly, encourage or otherwise, engage or be engagedsolicit, or assist any other personperson or firm in encouraging or soliciting, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by person that during the Company in any geographic area in which three-year period preceding such termination of the Executive's employment with the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise was engaged in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by relationship with the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees that during the Noncompetition Period he shall not in any mannerCompany, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or controlled affiliates to terminate or abandon his employment, or any customer of its relationship with the Company or any of its subsidiaries or controlled affiliates or to terminate engage in a business relationship with a Competitor. (c) During the portion of the Restriction Period following any termination of the Executive's employment with the Company and any of its affiliates, the Executive will not, except with the prior written consent of the Company, directly or abandon its relationshipindirectly, for induce any purpose whatsoeveremployee of the Company, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatescontrolled affiliates to terminate employment with such entity, and will not, directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, employ, offer employment or cause employment to be offered to any person (including employment as an independent contractor) who is or was employed by the Company or any of its respective subsidiaries or controlled affiliates unless such person shall have ceased to be employed by such entity for a period of at least twelve months. For purposes of this Section 10(c), "employment" shall be deemed to include rendering services as an independent contractor and "employees" shall be deemed to include independent contractors. (d) Nothing in this Section 6 shall prohibit Promptly following the Executive's termination of employment, including due to expiration of the Employment Period, the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% shall return to the Company all property of the outstanding stock of any class of a corporation any securities of which are publicly tradedCompany and its respective subsidiaries and affiliates, so long as the Executive has no active participation and all copies thereof in the business of Executive's possession or under his control, including, without limitation, all Confidential Information in whatever media such corporationConfidential Information is maintained. (e) The Executive acknowledges and agrees that the Restriction Period and the covenants and obligations of the Executive in Section 9 and this Section 10 with respect to non-competition, nonsolicitation and confidentiality and with respect to the property of the Company and its subsidiaries and controlled affiliates, and the territories covered thereby, are fair and reasonable and the result of negotiation. The Executive further acknowledges and agrees that the covenants and obligations of the Executive in Section 9 and this Section 10 with respect to noncompetition, nonsolicitation and confidentiality and with respect to the property of the Company and its subsidiaries and controlled affiliates, and the territories covered thereby, relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the Company and its subsidiaries and affiliates irreparable injury for which adequate remedies are not available at law. Therefore, the Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Executive from committing any violation of such covenants and obligations. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity. If, at the time of enforcement of Section 9 and/or this Section 610, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope scope, or geographical area reasonable legally permissible under such circumstances shall will be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawstated herein.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that ------------------------------- in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, familiar with trade secrets and customer lists of of, and other confidential information concerning concerning, the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the CompanyCompany and its subsidiaries. (b) The Executive agrees that during the Employment Period period of his employment with the Company, the period, if any, during which the Executive is receiving payments from the Company pursuant to Section 4, and for one year thereafter in the case a period of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in (the case of termination of employment for any other reason, the (“"Noncompetition Period”") he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity business, in which is not competitive with a business activity the Executive was involved or had knowledge, being conducted by by, or contemplated by, the Company at or any of its subsidiaries as of the time subsequent to termination of the Employment Period that Executive's employment in any geographic area in which the Executive first engages Company or assists in any of its subsidiaries is then conducting such business activitybusiness. (c) The Executive further agrees that during the Noncompetition Period he shall not (i) in any manner, directly or indirectly (i) indirectly, induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, her employment for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b7(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatessubsidiaries. (d) Nothing in this Section 6 7 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% two percent of the outstanding stock of any class of a corporation corporation, any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the any time of enforcement of this Section 67, a court or an arbitrator holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. This Agreement shall not authorize a court or arbitrator to increase or broaden any of the restrictions in this Section.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, familiar with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be are of special, unique and extraordinary value to the Company. (b) The Executive agrees that if during the Employment Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, and the Executive shall receive payments from the Company pursuant to Sections 3(a) and 3(b), then for a period of one year thereafter in following the case Date of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in (the case of termination of employment for any other reason, the (“"Noncompetition Period”") he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at as of the time subsequent to Date of Termination in any geographic area in which the Employment Period that the Executive first engages or assists in Company is then conducting such business activitybusiness. (c) The Executive further agrees that during the Noncompetition Period he shall not (i) in any manner, directly or indirectly (i) indirectly, induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, her employment for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b8(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatesCompany. (d) Nothing in this Section 6 8 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than two percent (2% %) of the outstanding stock of any class of a corporation corporation, any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the any time of enforcement of this Section 68, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (f) The Executive acknowledges that the Company would be damaged irreparably in the event that any provision of this Section 8 were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Company and its successors or permitted assigns shall be entitled, in addition to other rights and remedies existing in their favor, to seek an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security).

Noncompetition; Nonsolicitation. (a) The Executive acknowledges (i) that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, familiar with trade secrets and customer lists of of, and other confidential information concerning concerning, the Company and its subsidiaries Affiliates, customers, and affiliates clients and predecessors thereof and (ii) that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case a period of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two three years thereafter in (the case of termination of employment for any other reason, the (“"Noncompetition Period”") he shall not in any manner, directly or indirectly, through any person, firm firm, corporation or corporationenterprise, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in advisor or consultant to any other person, firm, corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with Competitive Activity. A Competitive Activity shall mean a business activity that (i)is being conducted by the Company or any Affiliate at the time subsequent in question and (ii) was being conducted, or was under active consideration to be conducted, by the Employment Period Company or any Affiliate, at the date of the termination of the Executive's employment, provided that Competitive Activity shall not include a business of the Executive first engages or assists in such business activity.Company contributing less than 5% of the Company's (c) The Executive further agrees that during the Noncompetition Period he shall not (i) in any manner, directly or indirectly (i) indirectly, induce or attempt to induce any employee of the Company or of any of its subsidiaries advisor or affiliates consultant to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates Affiliates to terminate or abandon his or her or its relationship, employment or relationship for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b15(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries Affiliates; provided, however, that the restriction contained in clause (i) of this Section 15(c) shall not apply to, or affiliatesinterfere with, the proper performance by the Executive of his duties and responsibilities under Section 3 of this Agreement. (d) Nothing in this Section 6 15 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% one percent of the outstanding common stock, capital stock and equity of any class of a firm, corporation any securities of which are publicly traded, or enterprise so long as the Executive has no active participation in the management of business of such corporationfirm, corporation or enterprise. (e) If, at the time of enforcement of this Section 6, a court holds that If the restrictions stated herein are unreasonable under circumstances then existingfound by a court to be unreasonable, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.the

Noncompetition; Nonsolicitation. (a) The Executive Consultant acknowledges that in during the course of his employment with the Company pursuant to this Agreement Consulting Period he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, familiar with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the CompanyCompany and its subsidiaries. (b) The Executive Consultant agrees that during the Employment Consulting Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity business, in which is not competitive with a business activity the Consultant was involved or had knowledge, being conducted by by, or contemplated by, the Company at or any of its subsidiaries during the time subsequent to Consulting Period in any geographic area in which the Employment Period that the Executive first engages Company or assists in any of its subsidiaries is then conducting such business activitybusiness. (c) The Executive Consultant further agrees that during the Noncompetition Consulting Period he shall not (i) in any manner, directly or indirectly (i) indirectly, induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, her employment for any purpose whatsoever, whatsoever or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatessubsidiaries. (d) Nothing in this Section 6 shall prohibit the Executive Consultant from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% two percent of the outstanding stock of any class of a corporation corporation, any securities of which are publicly traded, so long as the Executive Consultant has no active participation in the business of such corporation. (e) If, at the any time of enforcement of this Section 6, a court or an arbitrator holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. This Agreement shall not authorize a court or arbitrator to increase or broaden any of the restrictions in this Section.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in During the course Employment Period and during the three-year period following any termination of his the Executive's employment with the Company pursuant and any of its affiliates, including due to this Agreement he will expiration of the Employment Period (the "Restriction Period"), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become familiarassociated with (including as an advisor, and during representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a "person") that is, or intends to be, engaged in any business which is in competition with the course business of his employment by the Company Company, or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engagedcontrolled affiliates, in any business then actively being conducted by country where the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer products of the Company or any of its subsidiaries or controlled affiliates are sold or could reasonably be expected to terminate be sold throughout the world (a "Competitor"). For purposes of this Agreement, the term "participate" includes any direct or abandon indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market). (b) During the portion of the Restriction Period following any termination of the Executive's employment with the Company and any of its relationshipaffiliates, for any purpose whatsoeverthe Executive shall not, directly or indirectly, encourage or solicit, or (ii) assist any other person or firm in connection with encouraging or soliciting, any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer person that during the three-year period preceding such termination of the Executive's employment with the Company is or of was engaged in a business relationship with the Company, any of its subsidiaries or controlled affiliates to terminate its relationship with the Company or any of its subsidiaries or controlled affiliates or to engage in a business relationship with a Competitor. (c) During the portion of the Restriction Period following any termination of the Executive's employment with the Company and any of its affiliates, the Executive will not, except with the prior written consent of the Company, directly or indirectly, induce any employee of the Company, or any of its subsidiaries or controlled affiliates to terminate employment with such entity, and will not, directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, employ, offer employment or cause employment to be offered to any person (including employment as an independent contractor) who is or was employed by the Company or any of its respective subsidiaries or controlled affiliates unless such person shall have ceased to be employed by such entity for a period of at least twelve months. For purposes of this Section 8(c), "employment" shall be deemed to include rendering services as an independent contractor and "employees" shall be deemed to include independent contractors. (d) Nothing in this Section 6 shall prohibit Promptly following the Executive's termination of employment, including due to expiration of the Employment Period, the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% shall return to the Company all property of the outstanding stock of any class of a corporation any securities of which are publicly tradedCompany and its respective subsidiaries and affiliates, so long as the Executive has no active participation and all copies thereof in the business of Executive's possession or under his control, including, without limitation, all Confidential Information in whatever media such corporationConfidential Information is maintained. (e) The Executive acknowledges and agrees that the Restriction Period and the covenants and obligations of the Executive in Section 7 and this Section 8 with respect to noncompetition, nonsolicitation and confidentiality and with respect to the property of the Company and its subsidiaries and controlled affiliates, and the territories covered thereby, are fair and reasonable and the result of negotiation and that this Agreement was entered into in connection with and as a condition to the Acquisition. The Executive further acknowledges and agrees that the covenants and obligations of the Executive in Section 7 and this Section 8 with respect to noncompetition, nonsolicitation and confidentiality and with respect to the property of the Company and its subsidiaries and controlled affiliates, and the territories covered thereby, relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the Company and its subsidiaries and affiliates irreparable injury for which adequate remedies are not available at law. Therefore, the Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Executive from committing any violation of such covenants and obligations. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity. If, at the time of enforcement of Section 7 and/or this Section 68, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope scope, or geographical area reasonable legally permissible under such circumstances shall will be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawstated herein.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in the course of his or her employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he Executive has become familiar, familiar with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his the Executive’s services have been and will be are of special, unique and extraordinary value to the Company. (b) The Executive agrees that if during the Employment Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, and the Executive shall receive payments from the Company pursuant to Sections 3(a) and 3(b), then, in consideration for one year thereafter in such payments, for a period of 18 months following the case Date of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in (the case of termination of employment for any other reason, the (“Noncompetition Period”) he the Executive shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at as of the time subsequent to Date of Termination in any geographic area in which the Employment Period that the Executive first engages or assists in Company is then conducting such business activitybusiness. (c) The Executive further agrees that during the Noncompetition Period he the Executive shall not (i) in any manner, directly or indirectly (i) indirectly, induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, her employment for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b8(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatesCompany. (d) Nothing in this Section 6 8 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than two percent (2% %) of the outstanding stock of any class of a corporation corporation, any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the any time of enforcement of this Section 68, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (f) The Executive acknowledges that the Company would be damaged irreparably in the event that any provision of this Section 8 were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Company and its successors or permitted assigns shall be entitled, in addition to other rights and remedies existing in their favor, to seek an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security).

Noncompetition; Nonsolicitation. (a) The Executive acknowledges You acknowledge that in the course of his your employment with the Company pursuant to this Agreement he and during the continuance of the Service Period; (i) you will become familiar, and during the course of his your employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has Agreement, you have become familiar, with trade secrets and customer lists of and other confidential proprietary information concerning regarding the business of the Company and its subsidiaries and affiliates and predecessors; (ii) such trade secrets and customer lists of and proprietary information regarding the business of the Company and its subsidiaries and affiliates and predecessors thereof are confidential and the exclusive property of the Company; and (iii) that his your services have been and will be of special, unique and extraordinary value to the Company. You agree that you will not disclose, divulge, discuss, copy or otherwise use or cause to be used in any manner in competition with, or contrary to the interests of, the Company, the trade secrets and customer lists of and proprietary information regarding the business of the Company and its subsidiaries and affiliates and predecessors. (b) The Executive agrees You agree that during your employment with the Employment Period Company and for one year thereafter in until the case later of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two (i) three years thereafter in the case of after termination of your employment for any other reasonwith the Company or (ii) three years after termination of the Service Period, the (“Noncompetition Period”) he shall you will not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholdershareholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engagedengaged in, or assist any other person, firm, corporation or enterprise in engaging or being engagedengaged in, in any business activity which is not competitive with a business activity then actively being conducted by the Company at the time subsequent or any of its subsidiaries or affiliates or any business similar to the Employment Period that businesses then conducted or contemplated to be conducted by the Executive first engages Company or assists in such business activityany of its subsidiaries or affiliates. (c) The Executive You further agrees agree that during your employment with the Noncompetition Period he shall Company and until the later of (i) three years after termination of your employment with the Company or (ii) three years after termination of the Service Period, you will not in any manner, directly or indirectly (i) indirectly, induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate quit or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatesher employ. (d) Nothing in this Section 6 shall 5 will prohibit the Executive you from being being: (i) a stockholder shareholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 25% of the outstanding stock equity securities of any class of a corporation any securities of or other entity which are is publicly traded, so long as the Executive has you have no active participation in the business of such corporationcorporation or other entity. (e) In the event you violate any legally enforceable provision of this Agreement as to which there is a specific time period during which you are prohibited from taking certain actions or from engaging in certain activities, as set forth in this Agreement, then, in such event, the violation shall toll the running of such time period from the date of such violation until the violation ceases. (f) You acknowledge that you have carefully considered the nature and extent of the restrictions on you and the rights and remedies conferred on the Company under this Agreement. You further acknowledge and agree that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to the Company, do not stifle your inherent skill and experience, would not operate as a bar to your sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to your detriment. (g) If, at the time of enforcement of this Section 65, a court holds that the restrictions stated herein in this Section 5 are unreasonable under circumstances then existing, you and the parties hereto Company agree that the maximum period, scope or geographical area reasonable under such circumstances shall will be substituted for the stated period, scope or area and that the court shall will be allowed to revise the restrictions contained herein in this Section 5 to cover the maximum period, scope and area permitted by law. (h) Nothing in this Section 5 will be deemed to limit or otherwise affect any noncompetition or nonsolicitation or other similar covenant or obligation imposed on you under any other agreement with, or plan or arrangement of, the Company.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges covenants and agrees that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course period commencing on the Effective Date and ending on the first anniversary of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement the termination of the Executive's employment, he has become familiarshall not at any time, with trade secrets and customer lists without the prior written consent of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company, directly or indirectly, engage in a Competitive Activity. (b) The Executive covenants and agrees that during the Employment Period period commencing on the Effective Date and for one year thereafter ending in the case of either Termination for Good Reason following a Change in Control or Termination without Cause(x) below, or for two years thereafter on the first anniversary of the date of the termination of the Executive's employment, and in the case of termination (y) below, on the second anniversary of employment for any other reasonthe date of such termination, the (“Noncompetition Period”) he shall not in at any mannertime, directly or indirectly, through (x) solicit any personcustomer or client of the Company or any Subsidiary with respect to a Competitive Activity or assist any person in doing so, firm or corporationinterfere with the Company's relationship with any customer, alone client or as a member of a partnership vendor, or as an officer, director, stockholder, investor (y) solicit or employee of or in any other corporation or enterprise or otherwise, engage or be engagedhire, or assist any other personperson in soliciting or hiring, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by employee of the Company in or any geographic area in which Subsidiary (or any person who had been an employee of the Company is conducting or any Subsidiary within the prior six-month period). Anything to the contrary notwithstanding, the Company agrees that the following shall not be deemed a violation of this Section 12(b) the Executive's responding to an unsolicited request for an employment reference regarding any former employee of the Company or any Subsidiary from such business (whether through manufacturing or production, calling on customers or prospective customersformer employee, or otherwise)from a third party, by providing a reference setting forth his personal views about such former employee. Notwithstanding the foregoingFor purposes hereof, subsequent to the Employment Period the Executive may engage shall only be deemed to have been involved "indirectly" in soliciting, hiring or be engagedidentifying an employee if the Executive (x) directs a third party to solicit or hire the Employee, (y) identifies an employee to a third party as a potential recruit or (z) aids, assists or participates with a third party in soliciting or hiring an employee, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in approves such business activityhiring. (c) The Executive further agrees Parties acknowledge that during in the Noncompetition Period he event of a breach or threatened breach of Sections 11, 12(a) and/or Section 12(b) above, or Section 13 below, the Company shall not have an adequate remedy at law. Accordingly, and notwithstanding anything contained in this Agreement to the contrary, in the event of any mannerbreach or threatened breach of Sections 11, directly Section 12(a) and/or Section 12(b) above, or indirectly (i) induce or attempt Section 13 below, the Company shall be entitled to induce any employee such equitable and injunctive relief as may be available to restrain the Executive from the violation of the Company or provisions of any of its subsidiaries or affiliates to terminate or abandon his employmentSection 11, Section 12(a) and/or Section 12(b) above, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) 13 below. Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances Agreement shall be substituted construed as prohibiting the Company from pursuing any other remedies available at law or in equity for breach or threatened breach of Section 11, Section 12(a) and/or Section 12(b) above, or Section 13 below, including the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawrecovery of damages.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in During the course Contract Period and during the six (6) month period following the termination of his her employment with the Company pursuant Bank (the "Restriction Period"), Miller shall not become associated with any entity, whether as x xxxxcipal, partner, employee, consultant or shareholder (other than as a holder of not in excess of one percent (1%) of the outstanding voting shares of any company) that is, or intends to this Agreement he will become familiarbe, and during engaged in any business which is in competition with the course business of his employment by the Company Bank or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing Bank or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries operates an office which employs at least one (1) person (a "Competitor"). The restrictive covenant set forth in this Paragraph (a) shall not apply, however, if the termination of Miller's employment is on account of the Bank exercising its rixxx xx xerminate her employment under Paragraph (a) of Section 4 in the event of her Disability. (b) During the Contract Period and during the twelve (12) month period following the termination of her employment with the Bank (the "Nonsolicitation Period"), Miller shall not, directly or affiliates indirectly, encourage or solicit, xx xxsist any other person or firm in encouraging or soliciting, any person that during the two year period preceding such termination of her employment with the Bank is or was engaged in a business relationship with the Bank or any of its subsidiaries to terminate or abandon his employment, or any customer of its relationship with the Company Bank or any of its subsidiaries or affiliates to terminate or abandon its relationshipengage in a business relationship with a Competitor. The restrictive covenant set forth in this Paragraph (b) shall not apply, for any purpose whatsoeverhowever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer if the termination of Miller's employment is on account of the Company Bank exercising its rixxx xx xerminate her employment under Paragraph (a) of Section 4 in the event of her Disability. (c) During the Nonsolicitation Period, Miller will not, except with the prior written consent of the Bxxx, xirectly or indirectly, induce any employee of the Bank or any of its subsidiaries to terminate employment with such entity, and will not, directly or affiliatesindirectly, either individually or as owner, agent, employee, consultant or otherwise, employ, offer employment or cause employment to be offered to any person who is or was employed by the Bank or a subsidiary thereof unless such person shall have ceased to be employed by such entity for a period of at least six (6) months. (d) Nothing in this Section 6 Promptly following her termination of employment, Miller shall prohibit return to the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% Bank all property of the outstanding stock of any class of a corporation any securities of which are publicly tradedBank, so long as the Executive has no active participation and axx xxxies thereof in the business of her possession or under her control, including, without limitation, all Confidential Information in whatever media such corporationConfidential Information is maintained. (e) IfMiller acknowledges and agrees that the Restriction Period and xxx Xxnsolicitation Period and the matters and territories covered thereby are fair and reasonable and the result of negotiation, at and further acknowledges and agrees that the time covenants and obligations of enforcement of her in Section 8 and this Section 69 with respect to noncompetition, nonsolicitation, confidentiality and Bank property relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the Bank irreparable injury for which adequate remedies are not available at law. Therefore, Miller agrees that the Bank shall be entitled to an injunction, xxxxxaining order or such other equitable relief as a court holds that of competent jurisdiction may deem necessary or appropriate to restrain her from committing any violation of such covenants and obligations. These injunctive remedies are cumulative and are in addition to any other rights and remedies the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope Bank may have at law or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawin equity.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges covenants and agrees that in during the course Term of his employment with the Company pursuant to this Agreement he will become familiar, Employment and during the course longer of his (i) the 2-year period following the end of the Term of Employment, (ii) the Section 11(d) Severance Period, or (iii) the Section 11(e) Severance Period, the Executive shall not, in any way, directly or indirectly, manage, operate, control (or participate in any of the foregoing), accept employment by or a consulting position with or otherwise advise or assist or be connected with or directly or indirectly own or have any other interest in or right with respect to (other than through ownership of not more than 1 percent of the outstanding shares of a corporation's stock which is listed on a national securities exchange) any enterprise (other than for the Company or any for the benefit of its subsidiaries the Company) which is a wholesale distributor of office products (whether or affiliates or any predecessor thereof prior not such enterprise is a wholesale distributor of other products) and has annual sales with respect to the date wholesale distribution of this Agreement he has become familiar, with trade secrets and customer lists office products in excess of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company$1,000,000. (b) The Executive agrees that Notwithstanding Section 13(a) above, if the Executive's employment hereunder is terminated during the Employment Period and for one year thereafter in the case Term of either Termination for Good Reason following a Change in Control or Termination without CauseEmployment, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engagedengaged in the business of selling office products at retail and the Executive may be engaged by any company whose principal business is the manufacture of office products; PROVIDED, or assist any other personHOWEVER, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists shall comply in such business activityall other respects with Section 13(a) above. (c) The Executive further covenants and agrees that during the Noncompetition Period he Term of Employment and during the longer of (i) the 2-year period following the end of the Term of Employment, (ii) the Section 11(d) Severance Period, or (iii) the Section 11(e) Severance Period, the Executive shall not in at any mannertime, directly or indirectly indirectly, solicit (ix) induce any client or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates with respect to terminate or abandon its relationship, for any purpose whatsoever, a competitive activity which violates Section 13(a) above or (iiy) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer employee of the Company or of any of its subsidiaries for the purpose of causing such employee to terminate his or affiliatesher employment with the Company or such subsidiary. (d) Nothing in this Section 6 shall prohibit If the Executive from being (i) a stockholder shall be in a mutual fund or a diversified investment company or (ii) a passive owner violation of not more than 2% any of the outstanding stock foregoing restrictive covenants and if the Company seeks relief from such breach in any court or other tribunal, such covenants shall be extended for a period of any class of a corporation any securities of which are publicly traded, so long as time equal to the Executive has no active participation in the business pendency of such corporationproceedings, including all appeals. (e) IfThe Parties acknowledge that in the event of a breach or threatened breach of Section 13(a) and/or Section 13(c) above, the Company shall not have an adequate remedy at law. Accordingly, in the time event of enforcement any breach or threatened breach of Section 13(a) and/or Section 13(c) above, the Company shall be entitled to such equitable and injunctive relief as may be available to restrain the Executive and any business, firm, partnership, individual, corporation or entity participating in the breach or threatened breach from the violation of the provisions of Section 13(a) and/or Section 13(c) above. Nothing in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available at law or in equity for breach or threatened breach of Section 613(a) and/or Section 13(c) above, including the recovery of damages. (f) The Executive recognizes, acknowledges and agrees that the foregoing limitations are reasonable and properly required for the adequate protection of the business of the Company. If any such limitations are deemed to be unreasonable by a court holds that having jurisdiction of the restrictions stated herein are unreasonable under circumstances then existingmatter and parties, the parties hereto agree that Executive hereby agrees and submits to the maximum period, scope reduction of any such limitations to such territory or geographical area reasonable under time as to such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawappear reasonable.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he Agreement, Executive will become familiar, and during the course of his Executive's employment by the Company or any of its parent, subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he Agreement, Executive has become familiar, familiar with trade secrets and customer lists of and other confidential information concerning the Company and its parent, subsidiaries and affiliates and predecessors thereof and that his Executive's services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and and, as a condition to the receipt of payments as provided under paragraph 4, for one year thereafter a period of two (2) years after termination of Executive's employment with the Company, in the case State of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he North Carolina Executive shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholdershareholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engagedengaged in, or assist any other person, firm, corporation or enterprise in engaging or being engagedengaged in, in any business activity which is not competitive with a business activity then actively being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activityany of its parent, subsidiaries or affiliates. (c) The Executive further agrees that that, during the Noncompetition Employment Period he and, as a condition to the receipt of payments as provided under paragraph 4, for a period of two (2) years after termination of Executive's employment with the Company, Executive shall not in any manner, directly or indirectly (i) indirectly, induce or attempt to induce any employee of the Company or of any of its parent, subsidiaries or affiliates (other than his spouse, if applicable) to terminate quit or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatesher employ. (d) Nothing in this Section 6 paragraph 7 shall prohibit the Executive from being being: (i1) a stockholder shareholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 25% of the outstanding stock equity securities of any class of a corporation any securities of or other entity which are is publicly traded, so long as the Executive has no active participation in the business of such corporationcorporation or other entity. (e) In the event Executive violates any legally enforceable provision of this Agreement as to which there is a specific time period during which Executive is prohibited from taking certain actions or from engaging in certain activities, as set forth in this Agreement, then, in such event, the violation shall toll the running of such time period from the date of such violation until the violation ceases. (f) Executive acknowledges that he has carefully considered the nature and extent of the restrictions on him and the rights and remedies conferred on the Company under this Agreement. Executive further acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to the Company, do not stifle Executive's inherent skill and experience, would not operate as a bar to Executive's sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to Executive's detriment. (g) If, at the time of enforcement of this Section 6paragraph, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year 18 months thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, (the (“"Noncompetition Period”") he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company or any of its subsidiaries in any geographic area in which the Company or any of its subsidiaries is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company or any of its subsidiaries at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in During the course Contract Period and during the eighteen (18) month period following the termination of his employment with the Company pursuant Bank (the "Restriction Period"), Romelfanger shall not become associated with any entity, whether as a principal, partner, employee, consultant or shareholder (other than as a holder of not in excess of one percent (1%) of the outstanding voting shares of any company) that is, or intends to this Agreement he will become familiarbe, and during engaged in any business which is in competition with the course business of his employment by the Company Bank or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business Bank or any of its subsidiaries operates an office which employs at least one (whether through manufacturing or production, calling on customers or prospective customers, or otherwise1) person (a "Competitor"). Notwithstanding The restrictive covenant set forth in this Paragraph (a) shall not apply, however, if the foregoingtermination of Romexxxxxxx'x xxxloyment is on account of the Bank exercising its right to terminate his employment under Paragraph (a) of Section 4 in the event of his Disability. (b) During the Contract Period and during the two (2) year period following the termination of his employment with the Bank (the "Nonsolicitation Period"), subsequent to the Employment Period the Executive may engage Romexxxxxxx xxxll not, directly or be engagedindirectly, encourage or solicit, or assist any other personperson or firm in encouraging or soliciting, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees person that during the Noncompetition Period he shall not two year period preceding such termination of his employment with the Bank is or was engaged in any manner, directly a business relationship with the Bank or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of its relationship with the Company Bank or any of its subsidiaries or affiliates to engage in a business relationship with a Competitor. The restrictive covenant set forth in this Paragraph (b) shall not apply, however, if the termination of Romexxxxxxx'x xxxloyment is on account of the Bank exercising its right to terminate or abandon its relationshiphis employment under Paragraph (a) of Section 4 in the event of his Disability. (c) During the Nonsolicitation Period, for any purpose whatsoeverRomexxxxxxx xxxl not, or (ii) in connection except with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer the prior written consent of the Company Bank, directly or indirectly, induce any employee of the Bank or any of its subsidiaries to terminate employment with such entity, and will not, directly or affiliatesindirectly, either individually or as owner, agent, employee, consultant or otherwise, employ, offer employment or cause employment to be offered to any person who is or was employed by the Bank or a subsidiary thereof unless such person shall have ceased to be employed by such entity for a period of at least six (6) months. (d) Nothing in this Section 6 shall prohibit Promptly following his termination of employment, Romexxxxxxx xxxll return to the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% Bank all property of the outstanding stock of any class of a corporation any securities of which are publicly tradedBank, so long as the Executive has no active participation and all copies thereof in the business of his possession or under his control, including, without limitation, all Confidential Information in whatever media such corporationConfidential Information is maintained. (e) IfRomexxxxxxx xxxnowledges and agrees that the Restriction Period and the Nonsolicitation Period and the matters and territories covered thereby are fair and reasonable and the result of negotiation, at and further acknowledges and agrees that the time covenants and obligations of enforcement of him in Section 9 and this Section 610 with respect to noncompetition, nonsolicitation, confidentiality and Bank property relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the Bank irreparable injury for which adequate remedies are not available at law. Therefore, Romexxxxxxx xxxees that the Bank shall be entitled to an injunction, restraining order or such other equitable relief as a court holds that of competent jurisdiction may deem necessary or appropriate to restrain him from committing any violation of such covenants and obligations. These injunctive remedies are cumulative and are in addition to any other rights and remedies the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope Bank may have at law or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawin equity.

Noncompetition; Nonsolicitation. (a) a. The Executive acknowledges that in agrees that, during the course period of his employment with the Company pursuant to this Agreement he and/or its Subsidiaries and, if the Executive's employment is terminated for any reason, thereafter for a period of three years, the Executive will not at any time directly or indirectly, in any capacity, engage or participate in, or become familiaremployed by or render advisory or consulting or other services in connection with any Prohibited Business (as defined in Section 9.3.d). b. The Executive agrees that, and during the course period of the Executive's employment with the Company and/or its Subsidiaries and, if the Executive's employment is terminated for any reason, thereafter for a period of three years, the Executive shall not make any financial investment, whether in the form of equity or debt, or own any interest, directly or indirectly, in any Prohibited Business. Nothing in this Section 9.3.b shall, however, restrict the Executive from making any investment in a mutual fund or diversified investment company or any company whose stock is listed on a national securities exchange or actively traded in the over-the-counter market; provided that (1) such investment does not give the Executive the right or ability to control or influence the policy decisions of any Prohibited Business, (2) such investment does not create a conflict of interest between the Executive's duties hereunder and the Executive's interest in such investment and (3) such investment does not exceed three percent of the outstanding stock of any class of stock of a corporation or three percent of the ownership interest of any other entity. c. The Executive agrees that, during the period of his employment with the Company and/or its Subsidiaries and, if the Executive's employment is terminated for any reason, thereafter for a period of three years, the Executive shall not (1) employ any employee of the Company and/or its Subsidiaries or (2) interfere with the Company's or any of its Subsidiaries' relationship with, or endeavor to entice away from the Company and/or its Subsidiaries any person, firm, corporation, or other business organization who or which at any time (whether before or after the date of the Executive's termination of employment), was an employee, customer, vendor or supplier of, or maintained a business relationship with, any business of the Company and/or its Subsidiaries which was conducted at any time during the period commencing one year prior to the termination of employment. d. For the purpose of this Section 9.2, "Prohibited Business" shall be defined as any business or other entity and any branch, office or operation thereof, which is engaged in managing, distributing, marketing, administering or otherwise providing general purpose payment cards or credit cards, extended service plans and warranties, consumer credit products, fee-based products and services or any other business being conducted by or contemplated by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to Subsidiaries as of the date of this Agreement he has become familiarTermination Date, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engageddoes business, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages United States or assists in such business activityabroad. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter thereafter, in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, (the (“"Noncompetition Period”") he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period period the Executive may engage or be engaged, or assist any other person, firm, firm corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b(b) above applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) The Executive Stockholder acknowledges that in the course of his the Stockholder's employment with the Company pursuant to this Agreement he the Stockholder has and will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, familiar with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his the Stockholder's services have been and will be of special, unique and extraordinary value to the CompanyCompany and its subsidiaries. (b) The Executive Stockholder agrees that during the period of the Stockholder's employment with the Company and the period, if any, during which the Stockholder is receiving severance payments from the Company pursuant to Section 4 of the Stockholder's Employment Period and for one year thereafter in Agreement (the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason"Noncompetition Period"), the (“Noncompetition Period”) he Stockholder shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity business, in which is not competitive with a business activity the Stockholder was involved or had knowledge, being conducted by by, or contemplated by, the Company at Company, any of its subsidiaries or any of the time subsequent to worldwide direct selling companies of Parent as of the Employment Period that termination of the Executive first engages Stockholder's employment in any geographic area in which the Company, any of its subsidiaries or assists in any of the worldwide direct selling companies of Parent is then conducting such business activitybusiness. (c) The Executive Stockholder further agrees that during the Noncompetition Period he the Stockholder shall not (i) in any manner, directly or indirectly (i) indirectly, induce or attempt to induce any employee or independent sales force member of the Company or of Company, any of its subsidiaries or affiliates any worldwide direct selling company of Parent to terminate or abandon his employment, or any customer of her employment or other relationship with the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, such Parent affiliate for any purpose whatsoever, whatsoever or (ii) in connection with any business to which Section 6(b5(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of Company, any of its subsidiaries or affiliatesany of the worldwide direct selling companies of Parent. (d) Nothing in this Section 6 5 shall prohibit the Executive Stockholder from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive an owner of not more than 2% two percent of the outstanding stock of any class of a corporation corporation, any securities of which are publicly traded, so long as the Executive Stockholder has no active participation in the business of such corporation. (e) If, at the any time of enforcement of this Section 65, a court or an arbitrator holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. This Agreement shall not authorize a court or arbitrator to increase or broaden any of the restrictions in this Section 5. (f) Parent and the Stockholder agree that the payment of proceeds for the Subject Shares pursuant to the Offer represents in part value for the covenants given by the Stockholder in this Section 5, as well as value given for the other covenants made by the Stockholder in this Agreement. [DN: Bracketed clause below to be included only in the Agreements of the Chairman and the CEO.]

Noncompetition; Nonsolicitation. (a) The Executive Consultant acknowledges that in during the course of his employment with the Company pursuant to this Agreement he Consulting Period she will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, familiar with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his her services have been and will be of special, unique and extraordinary value to the CompanyCompany and its subsidiaries. (b) The Executive Consultant agrees that during the Employment Consulting Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he she shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity business, in which is not competitive with a business activity the Consultant was involved or had knowledge, being conducted by by, or contemplated by, the Company at or any of its subsidiaries during the time subsequent to Consulting Period in any geographic area in which the Employment Period that the Executive first engages Company or assists in any of its subsidiaries is then conducting such business activitybusiness. (c) The Executive Consultant further agrees that during the Noncompetition Consulting Period he she shall not (i) in any manner, directly or indirectly (i) indirectly, induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, her or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, her employment for any purpose whatsoever, whatsoever or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliatessubsidiaries. (d) Nothing in this Section 6 shall prohibit the Executive Consultant from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% two percent of the outstanding stock of any class of a corporation corporation, any securities of which are publicly traded, so long as the Executive Consultant has no active participation in the business of such corporation. (e) If, at the any time of enforcement of this Section 6, a court or an arbitrator holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. This Agreement shall not authorize a court or arbitrator to increase or broaden any of the restrictions in this Section.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges ------------------------------- that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in if this Agreement is terminated prior to April 22, 2001 or five years thereafter if this Agreement is terminated on or after April 22, 2001 (the case of termination of employment for any other reason, the (“"Noncompetition Period”") he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm firm, corporation or enterprise in engaging or being engaged, in any business then than actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b(b) above applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (a) The Executive acknowledges that in the course of his her employment with the Company pursuant to this Agreement he she will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, familiar with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his her services have been and will be of special, unique and extraordinary value to the Company. (ba) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he she shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (cb) The Executive further agrees that during the Noncompetition Period he she shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (dc) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (ed) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.