Common use of Noncompetition; Nonsolicitation Clause in Contracts

Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business.

Noncompetition; Nonsolicitation. (i) During the Employment Term, the Employee acknowledges and recognizes shall not (A) directly or indirectly engage in any activity which the highly competitive nature of Company shall determine in good faith to be in competition with the Company's , or (B) plan or otherwise take any preliminary steps, either alone or in concert with others, to set up or engage in any business and enterprise that Employee's position would be in competition with the Company Company. (ii) During the Employment Term and access for a period ending three (3) years after the date of this Agreement, the Employee shall not, either directly or indirectly, either alone or in concert with others, (x) solicit or entice any employee of or consultant to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to leave the Company or to work for anyone other than the Company, or (y) solicit, entice or in any way divert any (1) customer or (2) 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. (iii) Upon the termination of amounts that may hereafter be paid to the Employment Term, the Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will shall not, directly or indirectly through affiliates, a partnership, a joint venture or otherwise, (as defined below)A) enter into, compete with engage in, conduct or carry on any business which competes with the business conducted by the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term Employment Term, (including developments and products of the Company toward which the Employee has contributed or which is covered 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 proposes to engage in a Competitive Business, in the geographic areas where the Company conducts business at the end of the Employment Term in for a written proposal or business plan in any place in which period ending three (3) years after the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) date of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without CauseAgreement. (iiiv) In further consideration If any of the payment covenants contained in this Section 8(f) is determined to be unenforceable because of the 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 Company to Employee courts of amounts that may hereafter any domestic or foreign jurisdiction, such covenant shall be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term deemed severable into independent covenants and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (be enforceable as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice so severed to the Company of extent permitted by such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businesscourt.

Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes the highly competitive nature benefits derived by him from his employment or engagement by the Company and that the continuation of such benefits is dependent upon the continued success of the Company which, in turn, is dependent in part upon the preservation of the Company's business ’s relationships with its clients. Employee believes it to be in his own best interests and that Employee's position with in the Company and access to and use best interests of the Company's confidential records , its stockholders, and proprietary information renders Employee special and uniqueits other employees to preserve the Company’s relationships with its clients. In consideration of the payment by foregoing and of the Company mutual promises and covenants contained herein, Employee hereby agrees as follows: (i) Subject to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereofSection 6(d)(v), Employee agrees that (x) during the Term period commencing on the date hereof and continuing until six (6) months following Employee’s Date of Termination (regardless of whether Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's has terminated employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employeean Affiliated Company), agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engagesnot engage, directly or indirectly, in any business which the Company is then conducting or which is then covered in a written proposal or business plan in any place activities in which the Company does business at the time Employee seeks or any Affiliated Company is engaged (or has committed plans to engage in such business, and (yengage) during the Covered Employment Period, any entity ; (other than ii) During the period commencing on the date hereof and continuing until the later of (A) the last day of the then Initial Term or Renewal Term (regardless of whether Employee has terminated employment with the Company or any an Affiliated Company) and (B) twelve (12) months following Employee’s Date of its affiliates) that then engagesTermination, Employee shall not, directly or indirectly, on his own behalf or on behalf of any other person or entity, (I) encourage, solicit or induce, or in any business which manner attempt to encourage, solicit or induce, any individual employed by, or individual or entity providing consulting services to, the Company is conducting or any Affiliated Company to terminate such employment or consulting services; provided that, the foregoing shall not be violated by general advertising not targeted at the end employees or consultants of the Term Company or which is covered at the end any Affiliated Company; (II) hire any individual who was employed by any member of the Term Company or any Affiliated Company within the six (6) month period prior to the date of such hiring; or (III) encourage, solicit or induce, or in a written proposal any manner attempt to encourage, solicit or induce any customer, supplier, licensee or other business relation of the Company or any Affiliated Company to cease doing business with or materially reduce the amount of business conducted with the Company or any Affiliated Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business plan relation and the Company or any Affiliated Company. Employee agrees further not to engage during the one (1) year period following his Date of Termination for any reason in any place such activities prohibited by this Section 8(b)(ii) to the extent that any activity would involve the use of Confidential Information or trade secrets of the Company; and (iii) Notwithstanding any provision contained herein to the contrary, it is understood that Employee shall have the right and privilege at any time to invest in which any competitive enterprise or business whose capital stock is listed on a national securities exchange in the Company does business at United States, provided that the time total direct and indirect investment of Employee, Employee’s spouse and Employee’s dependents, represents not more than two percent (2%) of the total capital stock of such enterprise. Nothing contained herein shall prohibit or restrict Employee seeks to engage from investing in such any non-competitive enterprise or business.

Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes During the highly competitive nature of Restricted Period, the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will Executive shall not, directly or indirectly, compete associate (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor, director or otherwise) with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessCompetitive Enterprise; provided, however, that the provisions Executive may (A) own, as a passive investor, securities of clause (y) of this Paragraph 7(a)(i) any such entity that has outstanding publicly traded securities, so long as the Executive’s direct or indirect holdings in any such entity shall not apply if in the Employee's employment aggregate constitute more than 2% of the voting power of such entity, and (B) provide services to a portfolio company of a financial sponsor that does not constitute a Competitive Enterprise, irrespective of whether such financial sponsor owns other portfolio companies that do constitute Competitive Enterprises, so long as the Executive does not engage in or assist in the activities of any such portfolio company that is terminated by a Competitive Enterprise. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Company without CauseGroup, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force, and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper. (ii) In further consideration of During the payment by Restricted Period, the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee Executive shall not (a) directly solicit, entice, persuade or indirectly solicit induce any individual who is employed or attempt to solicit or participate in the solicitation of or otherwise advise or encourage engaged by any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative member of the Company Group (or who was so employed or engaged within 12 months immediately preceding the Termination Date) to terminate or refrain from continuing such employment or engagement or to become an employee, agent, representative employed by or consultant of or to enter into contractual relations with any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier entity other than a member of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances Group, and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" Executive shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engagesnot hire, directly or indirectly, on the Executive’s behalf or on behalf of any other person, as an employee, consultant or otherwise, any such person; provided, however, that the Executive will not be in any breach of this Section 5(c)(ii) for (A) general solicitations not targeted at employees engaged with the Company Group and (B) responding to an unsolicited request to serve as a business reference for a former employee of the Company Group to the extent the Executive does not encourage the former employee to become employed by a person or entity that employs the Executive or with which the Company Executive is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessotherwise associated.

Noncompetition; Nonsolicitation. (i) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's ’s business and that Employee's position with the Company and access to and use of the Company's ’s confidential records and proprietary information and exposure to customers, vendors, distributors and suppliers of the Company renders Employee Executive special and uniqueunique within the Company’s industry. In consideration of the payment Executive’s continued employment, any payment(s) by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph Sections 3 and 4 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during Executive’s employment with the Company and for twelve (12) months following termination of Executive’s employment (the “Covered Time”), Employee agrees that (x) during the Term Employee will Executive shall not, directly or indirectly (whether through affiliates, relatives, or otherwise), engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business in any Restricted Area (each as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, provided that the provisions of clause this Section 5(b) will not be deemed breached solely because Executive passively owns, without Executive’s active involvement, less than five percent (y5%) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeoutstanding common stock of a publicly-traded company. (ii) In further consideration of the payment any payment(s) by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph Sections 3 and 4 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during the Term and during the Covered Time Employee Time, Executive shall not (a) not, directly or indirectly solicit (whether through affiliates, relatives, or otherwise), (A) solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employeeof the employees, agentagents, consultant consultants or representative of, or vendor or supplier to, representatives of the Company or any such affiliate Group to terminate his, her her, or its relationship with the Company or such affiliate; (B) solicit, encourage or attempt to solicit or encourage any of the employees, agents, consultants or representatives of the Group to become employees, agents, representatives or consultants of any other person or entity; (C) solicit or attempt to solicit any customer, vendor, distributor or supplier of the Group in connection with a Competing Business with respect to any product or service being furnished, made, sold, rented or leased by the Company or such affiliate; or (bD) directly persuade or indirectly solicit seek to persuade any customer, vendor, distributor or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative supplier of the Company Group to become an employee, agent, representative or consultant of cease to do business or to any other individual reduce the amount of business which such customer, vendor, distributor or entitysupplier has customarily done or contemplates doing with the Group, whether or not the relationship between the Company or its affiliate and such customer, vendor, distributor or supplier was originally established in whole or in part through Executive’s efforts. For purposes of this Section 5(b) only, during the Covered Time, the terms “customer,” “vendor,” “distributor,” and “supplier” shall mean a customer, vendor, distributor or supplier who has done business with the Group within twelve (12) months preceding the termination of Executive’s employment. (iii) During Executive understands that the Term and during the Covered Time, Employee agrees that upon the earlier provisions of Employee's (xthis Section 5(b) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from may limit Executive’s ability to earn a Competitor, or (z) becoming employed by livelihood in a Competitor, Employee will immediately provide notice business similar to the Company business of such circumstances the Group but nevertheless agrees and provide copies of this Paragraph 7 to the Competitor. Employee further agrees hereby acknowledges that the Company may provide notice to a Competitor of Employee's obligations consideration provided under this Agreement, includingincluding any amounts or benefits provided under Sections 1 and 4 hereof and other obligations undertaken by the Company hereunder, without limitationis sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive’s education, Employee's obligations pursuant skills and abilities, which may allow Executive to sufficiently earn a living in other available industries, Executive agrees that Executive will not assert in any forum that any provisions of this Paragraph 7Agreement prevent Executive from earning a living or otherwise are void or unenforceable or should be held void or unenforceable. Executive further affirms that Executive has had adequate opportunity to review this provision, as well as this Agreement in its entirety, with counsel of Executive’s choosing. (iv) For purposes of this Agreement, "Competitor" “Competing Business” shall mean (xA) during any business in which the TermGroup is currently engaged, any entity (other than including, but not limited to, renting and selling equipment and merchandise to the Company or commercial and general public, including construction equipment, earthmoving equipment, aerial work platforms, traffic safety equipment, trench safety equipment, pumps, tanks, filtration, power and HVAC equipment, industrial equipment, sanitation equipment, landscaping equipment, home repair equipment, maintenance equipment, contractor supplies, general tools, light equipment and specialty equipment, as well as the buying of companies that engage in such activities, along with the training and computer systems designed, developed and utilized with respect to support any of its affiliatesthe foregoing; (B) that then engages, directly or indirectly, in any other future business which the Company is then conducting Group engages, or which is then covered has planned to engage, in to a written proposal material extent during Executive’s employment with the Company; and (C) any entities such as, but not limited to 1) Aggreko, 2) Caterpillar, 3) CAT Rental, 4) Deere & Co., 5) H & E Equipment, 6) Herc Rentals, 7) Home Depot, 8) Mobile Mini, 9) Sunstate Equipment, 10) Sunbelt Rentals, 11) Synergy Equipment, 12) any company on the “RER 100” list, and 13) any affiliate or business plan dealer of any of the foregoing. As it relates to a Restricted Area in any place Europe, a “Competing Business” shall mean only those businesses in which the Company does business at the time Employee seeks to engage in such business, Group is currently engaged and (y) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any future business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan Group engages in any place country in which the Company does business at the time Employee seeks to engage in such businessEurope.

Noncompetition; Nonsolicitation. (i) 4.1. Employee acknowledges and recognizes the highly competitive nature of the Company's business of Employer and that Employee's position with the Company its affiliates and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof)accordingly agrees that, Employee agrees that (x) during the Employment Term and until the date that is twenty-four months after the date that Employee will not, directly or indirectly ceases employment with Employer for any reason (the Employment Term and such period hereinafter referred to as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below“Noncompetition Period”), Employee will not, in any area in the world where Employer conducts business, directly or indirectlyindirectly own, manage, operate, control, be employed by, consult with, or be connected in any manner with the ownership (other than passive investments of not more than one percent of the outstanding shares of, or any other equity interest in, any company or entity listed or traded on a national securities exchange or in an over-the-counter securities market), management, operation, or control of any neutraceutical business engaged in the manufacture or distribution of antioxidant pills or other products that compete with the products the Employer manufactures or distributes on the last day the Employee is employed by Employer. 4.2. During the Noncompetition Period, Employee (i) will not directly or indirectly induce or attempt to induce any business the Company is conducting at the end employee of the Term Employer or which is covered at the end any of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks its affiliates to engage in such business; providedany activity in which Employee is prohibited from engaging by Section 4.1 hereof, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship such employee’s employment with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company Employer or any of its affiliates, (ii) that then engages, will not directly or indirectly, indirectly assist or attempt to assist others in engaging in any business which of the Company is then conducting or which is then covered in a written proposal or business plan in any place activities in which the Company does business at the time Employee seeks to engage in such businessis prohibited from engaging by Section 4.1 hereof, and (yiii) during will not directly or indirectly employ or offer employment to any person who was employed by Employer or any of its affiliates unless such person shall not have been employed by Employer or any of its affiliates for a period of at least 12 months. 4.3. During the Covered Noncompetition Period, Employee will not directly or indirectly induce or attempt to induce any entity (other than the Company customer or supplier of Employer or any of its affiliates to move, reduce or not increase its trade or business with Employer or any of its affiliates) . 4.4. Employee acknowledges that then engagesthe restrictions contained in Sections 4.1, directly or indirectly4.2, and 4.3 are reasonable and appropriate. However, in the event that a court of competent jurisdiction determines that such restrictions are not reasonable and therefore unenforceable, the parties agree that such court may modify the restrictions in order for, but only to the least extent necessary for, the restrictions to be enforced by such court. In the event such court finds that any business which such restriction cannot be modified so as to make it enforceable, such restriction may be deleted by such court and the Company is conducting at the end enforceability of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in all other restrictions will be unaffected by such businessdeletion.

Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment covenants to be performed by the Company to Employee Employer hereunder, the Executive agrees as follows: (i) Except as provided below, for a period commencing on the date hereof and ending on the last day of amounts that may hereafter be paid to Employee pursuant to this Agreement the Restricted Period (including pursuant to Paragraph 3 hereofas hereinafter defined), Employee agrees that (x) during the Term Employee will Executive shall not, directly without the prior written consent of the CEO of PFSweb, Inc., either directly, indirectly, separately or indirectly in association with others: (A) engage in the operation of, or have any financial interest in (whether as defined below)an officer, compete with director, employee, partner, owner, member, lender, shareholder, operator, consultant or otherwise) any entity, firm, business or trust that itself engages in, or through a subsidiary or affiliate engages in, any business the Company is then conducting conducted, or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated known by the Company without Cause.Executive to be proposed to be conducted, by the Employer and/or PFSweb (hereinafter, a “Competing Business”); (iiB) In further consideration of the payment by the Company employ, attempt to Employee of amounts that may hereafter be paid employ, or cause or encourage others to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof)employ or interfere, Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit otherwise interfere or attempt to solicit interfere, with the employment, contractual or participate other business relationships between the Employer and/or PFSweb, on the one hand, and any of its customers, providers, payors, vendors, suppliers or agents, on the other hand for the purpose of engaging in the solicitation of or otherwise a Competing Business; (C) advise or encourage any employeeprovider, agentpayor, consultant or representative or client of, or vendor or supplier to, to the Company or any such affiliate Employer and/or PFSweb to terminate his, her the Executive or its relationship with the Company Employer and/or PFSweb or to reduce the amount of business it does with the Employer and/or PFSweb; or (D) solicit or otherwise induce or influence any officer, director, employee, supervisor, administrator or other personnel employed by the Employer and/or PFSweb to discontinue or terminate such employment or employ any such affiliate; individual. (i) Nothing in this Agreement shall prohibit the Executive from owning one percent (1%) or less of the issued and outstanding securities of a company which is engaged in a Competing Business whose securities are listed on a national securities exchange or listed on the NASDAQ National Market System. (bii) For purposes of any provision of this Section, “directly or indirectly solicit or attempt to solicit or participate indirectly” means in the solicitation Executive’s individual capacity for the Executive own benefit or for the benefit of any other person or otherwise advise entity, or encourage any as a shareholder, partner, member or other principal, officer, director, trustee, manager, employee, agent, consultant or representative of the Company to become an employee, agent, representative agent or consultant of or to any other individual person or entityentity whatsoever. (iii) During As used herein, the Term term “Restricted Period” means the period commencing on the date hereof and during ending on the Covered Timetwelve (12) month anniversary of the date of termination of Executive’s employment hereunder, Employee agrees that upon the earlier of Employee's however arising. (xiv) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances The Executive acknowledges and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice restrictions and provisions contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Employer, that the provisions contained in this Agreement are required to preserve for the Employer its goodwill, that the Employer would not have entered into this Agreement in the absence of such restrictions, that any violation of such restrictions and provisions will result in irreparable injury to the Employer, that the remedy at law for any breach of the foregoing restrictions will be inadequate, and that, in the event of any such breach, the Employer, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief. The Executive further specifically acknowledges and agrees that the Employer shall be entitled to an equitable accounting of all earnings, profits and other benefits arising from any such breach, and further agrees to pay the reasonable legal fees and expenses incurred by the Employer in successfully enforcing the provisions contained herein. The Executive acknowledges that she has entered into this Agreement with full understanding and acceptance of the terms hereof. The Executive acknowledges that the restrictions imposed herein are fair and reasonable and are required for the protection of the Employer and are given as an integral part of the employment agreement contained herein. Executive further acknowledges that she has the ability and skills to obtain gainful employment in the industry of the Executive choosing while concurrently complying with the terms and provisions of this Agreement. The Executive expressly agrees that the provisions contained herein are severable independent covenants and are reasonable limitations as to time, geographical area and scope of activity, and such restrictions do not impose a Competitor greater restraint than is necessary to protect the goodwill or other business interests of Employee's obligations under the Employer. If any of the covenants contained in this Agreement, includingor any part hereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without limitationregard to the invalid portions. If any of the covenants contained in this Agreement, Employee's obligations pursuant or any part hereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or geographic area of such provision and, in its reduced form, said provision shall then be enforceable. The Executive acknowledges that the parties intend to and hereby confer jurisdiction to enforce the covenants contained in this Paragraph 7Agreement upon the courts of any state within the geographical scope of such covenants. For purposes In the event that the courts of any one or more of such states shall hold such covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the right of the Employer to the relief provided above in the courts of any other states within the geographical scope of such covenants, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants. The existence of any claim or cause of action by Executive against the Employer shall not constitute a defense to the enforcement of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business.

Noncompetition; Nonsolicitation. (a) During the period beginning on the Closing Date and ending two (2) years from the later of (i) Employee acknowledges last date of employment of Ality Xxxxxxxxxx and recognizes Xxxxxx Xxxxxxxxxx, as applicable, with Buyer or an affiliate of Buyer or (ii) the highly competitive nature last date on which Contingent Consideration is paid, if any, none of the Company's Seller Parties will, without the prior written consent of Buyer, work with, provide services to, or own an interest in any business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, competes directly or indirectly with the Company’s Business, other than any such party’s capacity as an employee or equity holder of Buyer or its affiliates. The foregoing agreement shall not be deemed to restrict the ownership by any Seller Party of up to three percent (as defined below), compete with 3%) of any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end class of the Term outstanding capital stock of any corporation conducting a business similar to the Company’s Business that is regularly traded on a national securities exchange. The consideration for this agreement is included in the Purchase Price. (b) During the period beginning on the Closing Date and ending two (2) years from the later of (i) last date of employment of Ality Xxxxxxxxxx and Xxxxxx Xxxxxxxxxx, as applicable, with Buyer or an affiliate of Buyer or (ii) the last date on which Contingent Consideration is covered at the end paid, if any, none of the Term Seller Parties will, none of the Seller Parties will, other than in a furtherance of any such party’s employment with Buyer, without the prior written proposal consent of Buyer: (i) hire, attempt to hire, solicit, induce, or attempt to solicit or induce any employee or independent contractor of Buyer (including Referral Sources) to leave Buyer’s employment or to terminate his or her or its contractual and/or business plan in any place in which relationship with the Company does business at the time Employee seeks to engage in such businessCompany; provided, however, that the provisions of clause (y) general advertising not targeting Buyer’s employees shall not be a breach of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause.Section 7.3(b)(i); (ii) In further consideration Call on or communicate with (except if such contact is not to the business detriment of Buyer), or divert or solicit, any of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly Referral Sources or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity.Merchants; (iii) work with or provide services related to the Company’s Business to any Merchant or other customer of Buyer or any affiliate of Buyer; or (iv) encourage or persuade any Merchant or other customer of Buyer or its affiliates not to enter into an agreement or to terminate an agreement with Buyer or its affiliates or to obtain similar services from a competitor of Buyer or its affiliates. (c) The consideration for this Section 7.3 is included in the Purchase Price. The Parties specifically acknowledge and agree that the remedy at law for any breach of this Section 7.3 will be inadequate and that Buyer, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In addition, notwithstanding the provisions of Article IX, Buyer may be entitled to recover, directly from any Seller Party, its actual damages as a result of a breach of Section 7.3. The rights and remedies of the Parties to this Agreement are cumulative and not alternative. (d) During the Term period beginning on the Closing Date and during ending two (2) years from the Covered Time, Employee agrees that upon the earlier last date of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitorany Seller Party with Buyer or an affiliate of Buyer, (y) receiving an offer neither Buyer nor any Seller Party will disparage another Party or any of employment from a Competitorits respective affiliates, members, directors, officers, employees or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7agents. For purposes of clarity, statements made by a Party in the context of a good-faith pursuant of a claim or action against the other Party in connection with this Agreement, "Competitor" Agreement shall mean (x) during the Term, any entity (other than the Company or any not give rise to a breach of its affiliates) that then engages, directly or indirectly, in any business which the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessthis Section 7.3(d).

Noncompetition; Nonsolicitation. (ia) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee her special and uniqueunique within the Company's industry. In consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during (xi) during her employment with the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessCompany, and (yii) during the period beginning on the date of termination of employment and ending one year after the date of termination of employment (the "Covered Time (as defined belowTime"), Employee will Executive shall not, directly or indirectly, compete with any business the Company is conducting at the end of the Term engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or which is covered at the end of the Term in a written proposal or business plan otherwise) in any place Competing Business in which the Company does business at the time Employee seeks to engage in such business; providedany Restricted Area (each as defined below), however, provided that the provisions of clause (ythis Section 9.2(a) will not be deemed breached merely because Executive owns less than 2% of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeoutstanding common stock of a publicly-traded company. (iib) In further consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during the Term her employment and during the Covered Time Employee Time, he shall not (a) not, directly or indirectly solicit indirectly, (i) solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employeeof the employees, agentagents, consultant consultants or representative of, or vendor or supplier to, representatives of the Company or any such affiliate of its affiliates to terminate hisher, her or its relationship with the Company or any such affiliate; or (bii) directly or indirectly solicit solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employeeemployees, agentagents, representative consultants or consultant representatives of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliatesaffiliates to become employees, agents, representatives or consultants of any other person or entity; (iii) that then engages, directly solicit or indirectly, in attempt to solicit any business which the Company is then conducting vendor or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than distributor of the Company or any of its affiliatesaffiliates in connection with a Competing Business with respect to any product or service being furnished, made, sold, rented or leased by the Company or such affiliate; or (iv) persuade or seek to persuade any vendor or distributor of the Company or any affiliate to cease to do business or to reduce the amount of business which such customer, vendor or distributor has customarily done or contemplates doing with the Company or such affiliate. (c) Executive understands that then engagesthe provisions of this Section 9.2 may limit her ability to earn a livelihood in a business similar to the business of the Company or its affiliates but nevertheless agrees and hereby acknowledges that the consideration provided under this Agreement, directly including any amounts or indirectlybenefits provided under Sections 5 and 7 hereof and other obligations undertaken by the Company hereunder, is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive's education, skills and abilities, Executive agrees that he will not assert in any business which the Company is conducting at the end of the Term forum that such provisions prevent her from earning a living or which is covered at the end of the Term in a written proposal otherwise are void or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessunenforceable or should be held void or unenforceable.

Noncompetition; Nonsolicitation. (ia) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's ’s business and that Employee's position with the Company and access to and use of the Company's ’s confidential records and proprietary information renders Employee his special and uniqueunique within the Company’s industry. In consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during (xi) during his employment with the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessCompany, and (yii) during the period beginning on the date of termination of employment and ending one year after the date of termination of employment (the “Covered Time (as defined belowTime”), Employee will Executive shall not, directly or indirectly, compete with any business the Company is conducting at the end of the Term engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or which is covered at the end of the Term in a written proposal or business plan otherwise) in any place Competing Business in which the Company does business at the time Employee seeks to engage in such business; providedany Restricted Area (each as defined below), however, provided that the provisions of clause (ythis Section 9.2(a) will not be deemed breached merely because Executive owns less than 2% of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeoutstanding common stock of a publicly-traded company. (iib) In further consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during the Term his employment and during the Covered Time Employee Time, he shall not (a) not, directly or indirectly solicit indirectly, (i) solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employeeof the employees, agentagents, consultant consultants or representative of, or vendor or supplier to, representatives of the Company or any such affiliate of its affiliates to terminate his, her or its relationship with the Company or any such affiliate; or (bii) directly or indirectly solicit solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employeeemployees, agentagents, representative consultants or consultant representatives of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliatesaffiliates to become employees, agents, representatives or consultants of any other person or entity; (iii) that then engages, directly solicit or indirectly, in attempt to solicit any business which the Company is then conducting vendor or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than distributor of the Company or any of its affiliatesaffiliates in connection with a Competing Business with respect to any product or service being furnished, made, sold, rented or leased by the Company or such affiliate; or (iv) persuade or seek to persuade any vendor or distributor of the Company or any affiliate to cease to do business or to reduce the amount of business which such customer, vendor or distributor has customarily done or contemplates doing with the Company or such affiliate. (c) Executive understands that then engagesthe provisions of this Section 9.2 may limit his ability to earn a livelihood in a business similar to the business of the Company or its affiliates but nevertheless agrees and hereby acknowledges that the consideration provided under this Agreement, directly including any amounts or indirectlybenefits provided under Sections 5 and 7 hereof and other obligations undertaken by the Company hereunder, is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive’s education, skills and abilities, Executive agrees that he will not assert in any business which the Company is conducting at the end of the Term forum that such provisions prevent his from earning a living or which is covered at the end of the Term in a written proposal otherwise are void or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessunenforceable or should be held void or unenforceable.

Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes agrees that, during the highly competitive nature term of the Company's business and that Employee's position employment with the Company and access to and use for a period of one (1) year after the Company's confidential records and proprietary information renders Employee special and unique. In consideration termination of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company (whether such termination is with or any such affiliate; without Cause or (b) directly Good Reason or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of results from Employee's (xresignation) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engagesnot, directly or indirectly, in any business which the Company is then conducting or which is then covered in a written proposal or business plan in any place market in which the Company does then is engaged in business at activities (the time "Geographic Area"): (i) engage in, consult with, be employed by or be connected with any business or activity which directly or indirectly competes with the Company's business (a "Competing Business"), (ii) canvass, solicit or accept any business from any of the Company's current or former clients, (iii) own any interest in any Competing Business (provided, however, Employee seeks may own up to engage 1% of the outstanding equity interests of any publicly traded Competing Business); (iv) assist others to open or operate any Competing Business; (v) solicit, recommend or induce any employee of the Company to terminate his or her employment with the Company; or (vi) solicit, recommend or induce any customers, suppliers or any other person or entity which has a business relationship with the Company to discontinue, reduce or modify such relationship.. Employee agrees and acknowledges that the Geographic Area is reasonable in scope and that the one (1) year period is reasonable in length. Employee has agreed to the foregoing noncompetition agreement because: (a) Employee recognizes that the Company has a legitimate interest in protecting the confidentiality of its business secrets (including the Confidential Information), (b) Employee agrees that such businessnoncompetition agreement is not oppressive to Employee nor injurious to the public, and (yc) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks has provided specialized and valuable training and information to engage in such businessEmployee.

Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee The Executive agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation period of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship his employment with the Company or any of its subsidiaries or affiliates and for the one (1) year period immediately following termination of such affiliate; employment (whether as a result of termination for Cause, termination other than for Cause, resignation (with or without Good Reason), death, Disability or otherwise), the Executive shall not: (bi) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee(whether as principal, agent, consultant independent contractor, partner, member, manager, officer, director or representative of the Company to become an employeeotherwise) own, agentmanage, representative operate, control, participate in, perform services for, make any investment in or consultant of or to otherwise carry on, any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees business that upon the earlier of Employee's (x) negotiating is competitive with any Competitor (as defined below) concerning the possible employment of Employee business engaged in or conducted by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates, or any business that the Company or any of its affiliates proposes to engage in or conduct, at such time, including the business of owning, leasing (as lessor, sublessor, lessee or sublessee) that then engagesor managing containerships, shipping containers or intermodal chassis; or (ii) directly or indirectly, engage in the recruiting, soliciting or inducing of any business which nonclerical employee or employees of the Company is then conducting or which is then covered in a written proposal its affiliates to terminate their employment with, or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessotherwise cease their relationship with, and (y) during the Covered Period, any entity (other than the Company or any of its affiliates, or in hiring or assisting another person or entity to hire any nonclerical employee of the Company or any of its affiliates or any person who within six months before had been a nonclerical employee of the Company or any of its affiliates and were recruited or solicited for such employment or other retention while an employee of the Company (other than any of the foregoing activities engaged in with the prior written approval of the Company); or (iii) that then engages, directly or indirectlyindirectly solicit, in induce or encourage or attempt to persuade any business which agent, supplier or customer of the Company is conducting at or any of its affiliates to terminate such agency or business relationship. Nothing contained in this Agreement shall limit or otherwise affect the end ability of the Term or which is covered at the end Executive to own not more than 1.0% of the Term outstanding capital stock of any entity that is engaged in a written proposal or business plan in any place in which competitive with the Company does or any of its affiliates, provided that such investment is a passive investment and such Executive is not directly or indirectly involved in the management or operation of such business at the time Employee seeks or otherwise providing consulting services to engage in such business. In the event that Executive inadvertently accumulates more than 1.0% of such competitive entity, provided Executive gives the Company immediate written notice thereof and divests himself of such passive investment within thirty (30) days of his accumulating more than 1% of such competitive entity, the Company will not seek any other relief for violation of this provision.

Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes agrees that, during the highly competitive nature term of the Company's business and that Employee's position ’s employment with the Company and access to and use for a period of one (1) year after the Company's confidential records and proprietary information renders Employee special and unique. In consideration termination of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's ’s employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company (whether such termination is with or any such affiliate; without Cause or (bGood Reason or results from Employee’s resignation) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engagesnot, directly or indirectly, in any business which the Company is then conducting or which is then covered in a written proposal or business plan in any place market in which the Company does then is engaged in business at activities (the time “Geographic Area”): (i) engage in, consult with, be employed by or be connected with any business or activity which directly or indirectly competes with the Company’s business (a “Competing Business”), (ii) canvass, solicit or accept any business from any of the Company’s current or former clients, (iii) own any interest in any Competing Business (provided, however, Employee seeks may own up to engage 1% of the outstanding equity interests of any publicly traded Competing Business); (iv) assist others to open or operate any Competing Business; (v) solicit, recommend or induce any employee of the Company to terminate his or her employment with the Company; or (vi) solicit, recommend or induce any customers, suppliers or any other person or entity which has a business relationship with the Company to discontinue, reduce or modify such relationship.. Employee agrees and acknowledges that the Geographic Area is reasonable in scope and that the one (1) year period is reasonable in length. Employee has agreed to the foregoing noncompetition agreement because: (a) Employee recognizes that the Company has a legitimate interest in protecting the confidentiality of its business secrets (including the Confidential Information), (b) Employee agrees that such businessnoncompetition agreement is not oppressive to Employee nor injurious to the public, and (yc) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks has provided specialized and valuable training and information to engage in such businessEmployee.

Noncompetition; Nonsolicitation. (ia) Employee acknowledges For a period beginning on the Closing Date and recognizes ending five (5) years after the highly competitive nature of Closing (the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof“Noncompete Period”), Employee agrees that (x) during the Term Employee will notnone of Seller, directly VION or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, their respective Affiliates may directly or indirectly, compete as agent, consultant, stockholder, member, manager, director, co-partner or in any other representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any business person, firm, corporation or entity), or otherwise assist any person or entity (other than the Company is conducting at Banner Companies) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the end of Business (as currently conducted by the Term or which is covered at the end of the Term in a written proposal or business plan Banner Companies) in any place jurisdiction in which the Company does business at Business is currently operated (the time Employee seeks to engage in such business“Competitive Activities”); provided, however, that nothing contained herein will be construed to prevent Seller, VION or any of their respective Affiliates from (i) carrying out the provisions business of clause manufacturing and selling gelatin, which, for the avoidance of doubt, the parties agree is not a Competitive Activity, or (yii) investing in the stock of any other entity engaged in the Business or other entity that competes with any company listed on a national securities exchange or traded in the over-the-counter market, but only if Seller, VION or their respective Affiliate, as applicable, is not involved in the business of said company and if Seller, VION or their respective Affiliate, as applicable and their associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of two percent (2%) of the stock of such company. It is understood and agreed that should any portion, provision or clause of this Paragraph 7(a)(i) shall not apply if Section 7.13 be deemed too broad to permit enforcement to its full extent, then it will be enforced to the Employee's employment is terminated maximum extent permitted by applicable law, and each of Seller, VION and their respective Affiliates hereby consents and agrees that such scope will be modified by the Company without Causecourt in any proceeding brought to enforce such restriction. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly For a period beginning on the Closing Date and ending two (2) years after the Closing, none of Seller, VION or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engagestheir respective Affiliates will, directly or indirectly, in solicit for employment or hire any business person who is employed by the Banner Companies as of the date hereof; provided, however, that Seller, VION and their respective Affiliates shall not be prohibited from (a) conducting generalized solicitations for employees (which solicitations are not specifically targeted at employees of the Company is then conducting Banner Companies) through the use of media advertisements, professional search firms, or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, otherwise and (yb) during hiring any persons who respond to such solicitations or who have ceased to be employed by the Covered PeriodBanner Companies, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectlyprovided that, in the case of any business which the Company is conducting at the end senior manager of the Term or which is covered at Banner Companies, including but not limited to the end members of the Term in Global Leadership Team and the regional head managers of Banner Europe, Banner Canada and Gelcaps, who has resigned from his employment with any Banner Company, such person has ceased employment with all Banner Companies for a written proposal or business plan in any place in which period of at least six (6) months following such person’s resignation from the Company does business at the time Employee seeks to engage in such businessBanner Companies.

Noncompetition; Nonsolicitation. (ia) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's ’s business and that Employee's position with the Company and access to and use of the Company's ’s confidential records and proprietary information renders Employee him special and uniqueunique within the Company’s industry. In consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during (xi) during his employment with the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessCompany, and (yii) during the period beginning on the date of termination of employment and ending one year after the date of termination of employment (the “Covered Time (as defined belowTime”), Employee will Executive shall not, directly or indirectly, compete with any business the Company is conducting at the end of the Term engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or which is covered at the end of the Term in a written proposal or business plan otherwise) in any place Competing Business in which the Company does business at the time Employee seeks to engage in such business; providedany Restricted Area (each as defined below), however, provided that the provisions of clause (ythis Section 9.2(a) will not be deemed breached merely because Executive owns less than 2% of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeoutstanding common stock of a publicly-traded company. (iib) In further consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during the Term his employment and during the Covered Time Employee Time, he shall not (a) not, directly or indirectly solicit indirectly, (i) solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employeeof the employees, agentagents, consultant consultants or representative of, or vendor or supplier to, representatives of the Company or any such affiliate of its affiliates to terminate his, her or its relationship with the Company or any such affiliate; or (bii) directly or indirectly solicit solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employeeemployees, agentagents, representative consultants or consultant representatives of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliatesaffiliates to become employees, agents, representatives or consultants of any other person or entity; (iii) that then engages, directly solicit or indirectly, in attempt to solicit any business which the Company is then conducting vendor or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than distributor of the Company or any of its affiliatesaffiliates in connection with a Competing Business with respect to any product or service being furnished, made, sold, rented or leased by the Company or such affiliate; or (iv) persuade or seek to persuade any vendor or distributor of the Company or any affiliate to cease doing business or to reduce the amount of business which such customer, vendor or distributor has customarily done or contemplates doing with the Company or such affiliate. (c) Executive understands that then engagesthe provisions of this Section 9.2 may limit his ability to earn a livelihood in a business similar to the business of the Company or its affiliates but nevertheless agrees and hereby acknowledges that the consideration provided under this Agreement, directly including any amounts or indirectlybenefits provided under Sections 5 and 7 hereof and other obligations undertaken by the Company hereunder, is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive’s education, skills and abilities, Executive agrees that he will not assert in any business which the Company is conducting at the end of the Term forum that such provisions prevent him from earning a living or which is covered at the end of the Term in a written proposal otherwise are void or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessunenforceable or should be held void or unenforceable.

Noncompetition; Nonsolicitation. (a) Sellers each, severally and not jointly, agree that for a period of three (3) full years from the Closing Date, neither they nor any of their Affiliates shall: (i) Employee acknowledges and recognizes own, manage, operate, join, control, be employed or retained by or participate in (including permitting such Sellers' name or business name to be associated with) any business that competes with the highly competitive nature business of the Company's business and that Employee's position with Company as it exists on the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement Closing Date (including pursuant to Paragraph 3 hereof"Engage in Competition"), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with or derive any financial benefits whatsoever from, or be an officer, director, employee, employer, partner, joint venturer, agent, consultant, member, managing member, independent contractor or shareholder of, any business the Company is conducting at the end which Engages in Competition, or renders assistance or advice for which Sellers, or an Affiliate of the Term Sellers, receives any financial remuneration, directly or indirectly, to any person, firm or enterprise which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessit so engages; provided, however, that the provisions no Seller shall be in violation of clause this covenant solely by reason of his ownership of less than five percent (y5%) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by outstanding stock of a Person, so long as such Seller has no active participation in the Company without Cause.management or business of such Person; or (ii) In further consideration approach, solicit or accept business from, or otherwise do business or communicate in any way with any customer, supplier, licensee, sales representative, distributor, dealer, manufacturer, vendor, consultant or other business relation (collectively "CUSTOMERS") of Buyer or its Affiliates thereof with respect to any activity which constitutes Engaging in Competition or induce or attempt to induce any Customers of Buyer or its Affiliates to cease doing business with Buyer or its Affiliates. (b) For the payment purposes of Section 6.05(a) of this Agreement, a business or other commercial entity "Engaging in Competition" shall mean a company, business, or entity whose products or services are similar in function or capability or otherwise directly competitive to the products or services being designed, conceived, developed, marketed, manufactured, distributed, provided or sold by the Company to Employee as of amounts the Closing Date, including printed circuit boards and back panels. (c) Sellers each, severally and not jointly, further agree that may hereafter be paid to Employee pursuant to this Agreement for a period of five (including pursuant to Paragraph 3 hereof)5) full years from the Closing Date, Employee agrees that during the Term and during the Covered Time Employee shall not neither they nor any of their Affiliates shall: (ai) directly or indirectly solicit solicit, induce or attempt to solicit or participate induce any person who is then in the solicitation employ of or otherwise advise an independent contractor with Buyer or encourage any employee, agent, consultant or representative its Affiliates to leave the employ of, or vendor or supplier to, the Company or any such affiliate to terminate his, /her or its contractual relationship with Buyer or its Affiliates, or in any way interfere with the Company relationship between Buyer or its Affiliates and any such affiliate; employee or (b) directly independent contractor, or indirectly solicit employ or attempt to solicit employ directly or participate through another entity any such person or in the solicitation of an activity which constitutes Engaging in Competition, or otherwise advise approach any such employee or encourage independent contractor for any employee, agent, consultant or representative of the Company to become an employeeforegoing purposes; (ii) aid, agent, representative assist or consultant of or to counsel any other individual or entity.Person to do any of the above; or (iii) During engage in a course of conduct for the Term purpose of circumventing the provisions of this Section. (d) Sellers hereby agree that each provision and during the Covered Timesubparts of each provision herein shall be treated as separate and independent clauses, Employee agrees that upon and the earlier unenforceability of Employee's (x) negotiating with any Competitor (one clause shall in no way impair the enforceability of any of the other clauses in this Section. Moreover, if one or more of the provisions contained in this Section shall for any reason be held to be excessively broad as defined below) concerning the possible employment of Employee to scope, activity, subject or otherwise so as to be unenforceable at law, such provision or provisions shall be construed by the Competitorappropriate judicial body by limiting or reducing it or them, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice so as to be enforceable to the Company maximum extent compatible with the applicable law as it shall then appear. Sellers hereby further agree that the language of all parts of this Section shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either of the parties. Any waiver by the Buyer of a breach of any provision of this Section shall not operate or be construed as a waiver of any subsequent breach of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's provision or any other provision hereof. (e) Sellers' obligations under this AgreementSection shall be binding upon their heirs, includingexecutors, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes administrators and legal representatives. (f) Sellers agree that any breach of this AgreementSection by them will cause irreparable damage to the Buyer and that in the event of such breach the Buyer shall have, "Competitor" shall mean (x) during in addition to any and all remedies of law, the Termright to an injunction, specific performance or other equitable relief to prevent the violation of Sellers obligations hereunder. The Buyer may apply for such injunctive relief in any entity (court of competent jurisdiction without the necessity of posting any bond or other than the Company or security. Buyer agrees that before pursuing any of its affiliates) that then engages, directly or indirectly, in any business which the Company is then conducting or which is then covered in remedies for breach by a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any Seller of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business.this

Noncompetition; Nonsolicitation. (a) The Seller agrees that for a period of three (3) full years from the Closing Date, neither he nor any of its Affiliates shall: (i) Employee acknowledges and recognizes own, manage, operate, join, control, be employed or retained by or participate in (including permitting such Seller's name or business name to be associated with) any business that competes with the highly competitive nature business of the Company's business and that Employee's position with Company as it exists on the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement Closing Date (including pursuant to Paragraph 3 hereof"Engage in Competition"), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with or derive any financial benefits whatsoever from, or be an officer, director, employee, employer, partner, joint venturer, agent, consultant, member, managing member, independent contractor or shareholder of, any business the Company is conducting at the end which Engages in Competition, or renders assistance or advice for which Seller, or an Affiliate of the Term Seller, receives any financial remuneration, directly or indirectly, to any person, firm or enterprise which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessit so engages; provided, however, that the provisions Seller shall be in violation of clause this covenant solely by reason of his ownership of less than five percent (y5%) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by outstanding stock of a Person, so long as such Seller has no active participation in the Company without Cause.management or business of such Person; or (ii) In further consideration approach, solicit or accept business from, or otherwise do business or communicate in any way with any customer, supplier, licensee, sales representative, distributor, dealer, manufacturer, vendor, consultant or other business relation (collectively "Customers") of Buyer or its Affiliates thereof with respect to any activity which constitutes Engaging in Competition or induce or attempt to induce any Customers of Buyer or its Affiliates to cease doing business with Buyer or its Affiliates. (b) For the payment purposes of Section 6.05(a) of this Agreement, a business or other commercial entity "Engaging in Competition," shall mean a company, business, or entity whose products or services are similar in function or capability or otherwise directly competitive to the products or services being designed, conceived, developed, marketed, manufactured, distributed, provided or sold by the Company to Employee as of amounts that may hereafter be paid to Employee pursuant to this Agreement the Closing Date, including printed circuit boards and back panels. (including pursuant to Paragraph 3 hereof), Employee c) Seller further agrees that during for a period of five (5) full years from the Term and during the Covered Time Employee shall not Closing Date, neither he nor any of his Affiliates shall: (ai) directly or indirectly solicit solicit, induce or attempt to solicit or participate induce any person who is then in the solicitation employ of or otherwise advise an independent contractor with Buyer or encourage any employee, agent, consultant or representative its Affiliates to leave the employ of, or vendor or supplier to, the Company or any such affiliate to terminate his, /her or its contractual relationship with Buyer or its Affiliates, or in any way interfere with the Company relationship between Buyer or its Affiliates and any such affiliate; employee or (b) directly independent contractor, or indirectly solicit employ or attempt to solicit employ directly or participate through another entity any such person or in the solicitation of an activity which constitutes Engaging in Competition, or otherwise advise approach any such employee or encourage independent contractor for any employee, agent, consultant or representative of the Company to become an employeeforegoing purposes; (ii) aid, agent, representative assist or consultant of or to counsel any other individual or entity.Person to do any of the above; or (iii) During engage in a course of conduct for the Term and during purpose of circumventing the Covered Time, Employee provisions of this Section. (d) Seller hereby agrees that upon each provision and the earlier subparts of Employee's (x) negotiating with each provision herein shall be treated as separate and independent clauses, and the unenforceability of any Competitor (one clause shall in no way impair the enforceability of any of the other clauses in this Section. Moreover, if one or more of the provisions contained in this Section shall for any reason be held to be excessively broad as defined below) concerning the possible employment of Employee to scope, activity, subject or otherwise so as to be unenforceable at law, such provision or provisions shall be construed by the Competitorappropriate judicial body by limiting or reducing it or them, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice so as to be enforceable to the Company of such circumstances and provide copies of this Paragraph 7 to maximum extent compatible with the Competitorapplicable law as it shall then appear. Employee Seller hereby further agrees that the Company may provide notice language of all parts of this Section shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either of the parties. Any waiver by the Buyer of a Competitor breach of Employeeany provision of this Section shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof. (e) Seller's obligations under this AgreementSection shall be binding upon their heirs, includingexecutors, without limitationadministrators and legal representatives. (f) Seller agrees that any breach of this Section by them will cause irreparable damage to the Buyer and that in the event of such breach the Buyer shall have, Employeein addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of Seller's obligations pursuant to this Paragraph 7hereunder. For purposes The Buyer may apply for such injunctive relief in any court of this Agreement, "Competitor" shall mean (x) during competent jurisdiction without the Term, necessity of posting any entity (bond or other than the Company or security. Buyer agrees that before pursuing any of its affiliates) that then engagesremedies for breach by Seller of this Section 6.05, directly or indirectly, in any business which it shall give such Seller written notice of such breach and 30 days to cure such breach to the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any reasonable satisfaction of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessBuyer.

Noncompetition; Nonsolicitation. (ia) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's ’s business and that Employee's position with the Company and access to and use of the Company's ’s confidential records and proprietary information and exposure to customers, vendors, distributors and suppliers of the Company renders Employee him special and uniqueunique within the Company’s industry. In consideration of the payment Executive’s promotion and continued employment, any payment(s) by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph Sections 3 and 4 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during (i) his employment with the Company, and (ii) the period beginning on the date of termination of employment for any reason and ending twenty-four (24) months after the date of termination of employment (the “Covered Time”), Employee agrees that (x) during the Term Employee will Executive shall not, directly or indirectly (whether through affiliates, relatives, or otherwise), engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business in any Restricted Area (each as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, provided that the provisions of clause (ythis Section 5.2(a) will not be deemed breached solely because Executive owns less than 5% of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeoutstanding common stock of a publicly-traded company. (iib) In further consideration of the payment any payment(s) by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph Sections 3 and 4 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during the Term his employment and during the Covered Time Employee Time, he shall not (a) not, directly or indirectly solicit (whether through affiliates, relatives, or otherwise), (i) solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employeeof the employees, agentagents, consultant consultants or representative of, or vendor or supplier to, representatives of the Company or any such affiliate Group to terminate his, her her, or its relationship with the Company or such affiliate; (ii) solicit, encourage or attempt to solicit or encourage any such affiliate; of the employees, agents, consultants or representatives of the Group to become employees, agents, representatives or consultants of any other person or entity; (biii) directly or indirectly solicit or attempt to solicit any customer, vendor, distributor or participate supplier of the Group in connection with a Competing Business with respect to any product or service being furnished, made, sold, rented or leased by the solicitation of Company or otherwise advise such affiliate; or encourage (iv) persuade or seek to persuade any employeecustomer, agentvendor, consultant distributor or representative supplier of the Company or any affiliate to become an employee, agent, representative or consultant of cease to do business or to any other individual reduce the amount of business which such customer, vendor, distributor or entity. (iiisupplier has customarily done or contemplates doing with the Company or such affiliate, whether or not the relationship between the Company or its affiliate and such customer, vendor, distributor or supplier was originally established in whole or in part through Executive’s efforts. For purposes of this Section 5.2(b) During the Term and only, during the Covered Time, Employee agrees the terms “customer,” “vendor,” “distributor” and “supplier” shall mean a customer, vendor, distributor or supplier who has done business with the Group within twelve (12) months preceding the termination of Executive’s employment. (c) Executive understands that upon the earlier provisions of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from this Section 5.2 may limit his ability to earn a Competitor, or (z) becoming employed by livelihood in a Competitor, Employee will immediately provide notice business similar to the Company business of such circumstances the Group but nevertheless agrees and provide copies of this Paragraph 7 to the Competitor. Employee further agrees hereby acknowledges that the Company may provide notice to a Competitor of Employee's obligations consideration provided under this Agreement, includingincluding any amounts or benefits provided under Sections 3 and 4 hereof and other obligations undertaken by the Company hereunder, without limitationis sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive’s education, Employee's obligations pursuant skills and abilities, which may allow Executive to sufficiently earn a living in other available industries, Executive agrees that he will not assert in any forum that any provisions of this Paragraph 7Agreement prevent him from earning a living or otherwise are void or unenforceable or should be held void or unenforceable. Executive further affirms that Executive has had an opportunity to review this provision, as well as this Agreement in its entirety, with counsel of Executive’s choosing. (d) For purposes of this Agreement, "Competitor" “Competing Business” shall mean (xi) during any business in which the TermGroup is currently engaged, any entity (other than including, but not limited to, renting and selling equipment and merchandise to the Company or commercial and general public, including construction equipment, earthmoving equipment, aerial work platforms, traffic safety equipment, trench safety equipment, pumps, tanks, filtration, power and HVAC equipment, industrial equipment, sanitation equipment, landscaping equipment, home repair equipment, maintenance equipment, contractor supplies, general tools, light equipment and specialty equipment, as well as the buying of companies that engage in such activities, along with the training and computer systems designed, developed and utilized with respect to support any of its affiliatesthe foregoing; (ii) that then engages, directly or indirectly, in any other future business which the Company is then conducting Group engages, or which is then covered has planned to engage, in to a written proposal or business plan in material extent during Executive’s employment with the Company; and (iii) any place in which entities such as, but not limited to 1) Aggreko, 2) Xxxxx Rentals, 3) Caterpillar, 4) CAT Rental, 5) Deere & Co., 6) H & E Equipment, 7) Herc Rentals, 8) Home Depot, 9) Mobile Mini, 10) Sunstate Equipment, 11) Sunbelt Rentals, 12) Synergy Equipment, 13) any company on the Company does business at the time Employee seeks to engage in such business“RER 100” list, and (y14) during the Covered Period, any entity (other than the Company affiliate or dealer of any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessforegoing.

Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes agrees that, during the highly competitive nature term of the Company's business and that Employee's position employment with the Company and access to and use for a period of one (1) year after the Company's confidential records and proprietary information renders Employee special and unique. In consideration termination of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company (whether such termination is with or any such affiliate; without Cause or (b) directly Good Reason or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of results from Employee's (xresignation) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engagesnot, directly or indirectly, in any business which the Company is then conducting or which is then covered in a written proposal or business plan in any place market in which the Company does then is engaged in business at activities (the time “Geographic Area”): (i) engage in, consult with, be employed by or be connected with any business or activity which directly or indirectly competes with the Company's business (a “Competing Business”), (ii) canvass, solicit or accept any business from any of the Company's current or former clients, (iii) own any interest in any Competing Business (provided, however, Employee seeks may own up to engage 1% of the outstanding equity interests of any publicly traded Competing Business); (iv) assist others to open or operate any Competing Business; (v) solicit, recommend or induce any employee of the Company to terminate his or her employment with the Company; or (vi) solicit, recommend or induce any customers, suppliers or any other person or entity which has a business relationship with the Company to discontinue, reduce or modify such relationship.. Employee agrees and acknowledges that the Geographic Area is reasonable in scope and that the one (1) year period is reasonable in length. Employee has agreed to the foregoing noncompetition agreement because: (a) Employee recognizes that the Company has a legitimate interest in protecting the confidentiality of its business secrets (including the Confidential Information), (b) Employee agrees that such businessnoncompetition agreement is not oppressive to Employee nor injurious to the public, and (yc) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks has provided specialized and valuable training and information to engage in such businessEmployee.

Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes the highly competitive nature benefits derived by him from his employment or engagement by the Company and that the continuation of such benefits is dependent upon the continued success of the Company which, in turn, is dependent in part upon the preservation of the Company's business ’s relationships with its clients. Employee believes it to be in his own best interests and that Employee's position with in the Company and access to and use best interests of the Company's confidential records , its stockholders, and proprietary information renders Employee special and uniqueits other employees to preserve the Company’s relationships with its clients. In consideration of the payment by foregoing and of the Company mutual promises and covenants contained herein, Employee hereby agrees as follows: (i) Subject to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereofSection 6(d)(iii), Employee agrees that (x) during the Term period commencing on the date hereof and continuing until six (6) months following Employee’s Date of Termination (regardless of whether Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's has terminated employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employeean Affiliated Company), agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engagesnot engage, directly or indirectly, in any business which the Company is then conducting or which is then covered in a written proposal or business plan in any place activities in which the Company does business at the time Employee seeks or any Affiliated Company is engaged (or has committed plans to engage in such business, and (yengage) during the Covered Employment Period, any entity ; (other than ii) During the period commencing on the date hereof and continuing until the later of (A) the last day of the then Initial Term or Renewal Term (regardless of whether Employee has terminated employment with the Company or any an Affiliated Company) and (B) twelve (12) months following Employee’s Date of its affiliates) that then engagesTermination, Employee shall not, directly or indirectly, on his own behalf or on behalf of any other person or entity, (I) encourage, solicit or induce, or in any business which manner attempt to encourage, solicit or induce, any individual employed by, or individual or entity providing consulting services to, the Company is conducting or any Affiliated Company to terminate such employment or consulting services; provided that the foregoing shall not be violated by general advertising not targeted at the end employees or consultants of the Term Company or which is covered at the end any Affiliated Company; (II) hire any individual who was employed by any member of the Term Company or any Affiliated Company within the six (6) month period prior to the date of such hiring; or (III) encourage, solicit or induce, or in a written proposal any manner attempt to encourage, solicit or induce any customer, supplier, licensee or other business relation of the Company or any Affiliated Company to cease doing business with or materially reduce the amount of business conducted with the Company or any Affiliated Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business plan relation and the Company or any Affiliated Company. Employee agrees further not to engage during the one (1) year period following his Date of Termination for any reason in any place such activities prohibited by this Section 8(b)(ii) to the extent that any activity would involve the use of Confidential Information or trade secrets of the Company; and (iii) Notwithstanding any provision contained herein to the contrary, it is understood that Employee shall have the right and privilege at any time to invest in which any competitive enterprise or business whose capital stock is listed on a national securities exchange in the Company does business at United States, provided that the time total direct and indirect investment of Employee, Employee’s spouse and Employee’s dependents, represents not more than two percent (2%) of the total capital stock of such enterprise. Nothing contained herein shall prohibit or restrict Employee seeks to engage from investing in such any non-competitive enterprise or business.

Noncompetition; Nonsolicitation. (ia) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's ’s business and that Employee's position with the Company and access to and use of the Company's ’s confidential records and proprietary information renders Employee her special and uniqueunique within the Company’s industry. In consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 6 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during (xi) during her employment with the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessCompany, and (yii) during the period beginning on the date of termination of employment and ending one (1) year after the date of termination of employment (the “Covered Time (as defined belowTime”), Employee will Executive shall not, directly or indirectly, compete with any business the Company is conducting at the end of the Term engage (as owner, investor, partner, shareholder, employer, employee, consultant, advisor, director or which is covered at the end of the Term otherwise in a written proposal or business plan manner competitive with the Company’s business) in any place Competing Business in which the Company does business at the time Employee seeks to engage in such business; providedany Restricted Area (each as defined below), however, provided that the provisions of clause (ythis Section 8.2(a) will not be deemed breached merely because Executive owns less than 2% of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeoutstanding common stock of a publicly-traded company. (iib) In further consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 6 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during the Term her employment and during the Covered Time Employee Time, she shall not (a) not, directly or indirectly solicit indirectly, (i) solicit, encourage or attempt to solicit or participate encourage any of the employees, agents, consultants or representatives of the Company, its subsidiaries or any of its affiliates engaged in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier tosame business as the Company (collectively, the “Company or any such affiliate Affiliates”) to terminate his, her or its relationship with the Company, its subsidiaries or such Company Affiliates; (ii) solicit, encourage or attempt to solicit or encourage any of the employees, agents, consultants or representatives of the Company, its subsidiaries or any such affiliateCompany Affiliates to become employees, agents, representatives or consultants of any other person or entity; or (biii) directly or indirectly solicit or attempt to solicit any vendor or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative distributor of the Company, its subsidiaries or any Company Affiliates in connection with a Competing Business with respect to become an employeeany product or service being furnished, agentmade, representative sold, rented or consultant leased by the Company, its subsidiaries or such Company Affiliates; or (iv) persuade or seek to persuade any vendor or distributor of the Company, its subsidiaries or any Company Affiliates to cease doing business or to any other individual reduce the amount of business which such customer, vendor or entitydistributor has customarily done or contemplates doing with the Company, its subsidiaries or such Company Affiliates. (iiic) During Executive understands that the Term and during the Covered Time, Employee agrees that upon the earlier provisions of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from this Section 8.2 may limit her ability to earn a Competitor, or (z) becoming employed by livelihood in a Competitor, Employee will immediately provide notice business similar to the business of the Company, its subsidiaries or any Company of such circumstances Affiliates but nevertheless agrees and provide copies of this Paragraph 7 to the Competitor. Employee further agrees hereby acknowledges that the Company may provide notice to a Competitor of Employee's obligations consideration provided under this Agreement, including, without limitation, Employee's including any amounts or benefits provided under Sections 5 and 6 hereof and other obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than undertaken by the Company or any hereunder, is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of its affiliates) Executive’s education, skills and abilities, Executive agrees that then engages, directly or indirectly, she will not assert in any business which the Company is then conducting forum that such provisions prevent her from earning a living or which is then covered in a written proposal otherwise are void or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company unenforceable or any of its affiliates) that then engages, directly should be held void or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessunenforceable.

Noncompetition; Nonsolicitation. (ia) Employee acknowledges The Selling Stockholder and recognizes its Affiliates shall not, for a period of three (3) years following the highly competitive nature Closing Date (computed by excluding from such computation any time during which the Selling Stockholder or an Affiliate is found by a court of the Company's business and that Employee's position with the Company and access competent jurisdiction to and use have been in violation of the Company's confidential records and proprietary information renders Employee special and unique. In consideration any provision of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereofSection 8.11(a)), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with for any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will notreason whatsoever, directly or indirectly, compete for themselves or on behalf of or in conjunction with any business other Person, engage as a shareholder, owner, partner, joint venturer, or in a managerial capacity, or as an independent contractor, consultant, advisor or sales representative, in the design, manufacture, distribution and sale of flatbed trailers, or use Intellectual Property of the Company is conducting at (exclusive of know how), anywhere in the end United States. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit the Selling Stockholder from acquiring as an investment not more than two (2%) percent of the Term capital stock of a competing business whose stock is traded on a national securities exchange or which is covered at the end of the Term in a written proposal market, or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeover-the-counter. (iib) In further consideration The Selling Stockholder and its Affiliates shall not, for a period of three (3) years following the payment Closing Date (computed by excluding from such computation any time during which the Company Selling Stockholder or an Affiliate is found by a court of competent jurisdiction to Employee have been in violation of amounts that may hereafter be paid to Employee pursuant to any provision of this Agreement (including pursuant to Paragraph 3 hereofSection 8.11(b)), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage for any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engagesreason whatsoever, directly or indirectly, in solicit, hire (or assist or encourage any business which other Person to solicit or hire) or otherwise interfere with the employment relationship of any Person who is employed by the Company is then conducting or which is then covered in a written proposal its Subsidiaries as of the date of this Agreement or business plan in any place in which employed by the Company does business at the time Employee seeks to engage in such business, and (y) or its Subsidiaries during the Covered Periodoperation of this provision. For the avoidance of doubt, an employee shall not be deemed to have been solicited or as a result hired for employment solely as a result of (i) a general public advertisement or other such general solicitation of employment, or (ii) the employee voluntarily and without any entity direct or indirect solicitation from the Selling Stockholder or any representative or Affiliate thereof (other than a general solicitation to the Company public described above) seeks employment with the Selling Stockholder or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessAffiliate thereof.

Noncompetition; Nonsolicitation. (i) Employee acknowledges and Executive recognizes the highly competitive nature benefits derived by him from his employment or engagement by the Company and that the continuation of such benefits is dependent upon the continued success of the Company which, in turn, is dependent in part upon the preservation of the Company's business ’s relationships with its clients. Executive believes it to be in his own best interests and that Employee's position with in the Company and access to and use best interests of the Company's confidential records , its stockholders, and proprietary information renders Employee special and uniqueits other employees to preserve the Company’s relationships with its clients. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, foregoing and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; providedmutual promises and covenants contained herein, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause.Executive hereby agrees as follows: (iii) In further consideration of During the payment by Employment Period, Executive shall use his best efforts to promote the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative interests of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engagesnot engage, directly or indirectly, in any business which competitive with the Company is then conducting business of the Company, or which is then covered in a written proposal or business plan in any place in which its subsidiaries, if any. (ii) During the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Employment Period, any entity (other than the Company or any of its affiliates) that then engagesExecutive shall not, directly or indirectly, on his own behalf or on behalf of any other person or entity, (A) solicit, accept any business from, or perform any services for any account which is or was a client of the Company; (B) cause or induce or attempt to cause or induce any client to withdraw any business from the Company; or (C) solicit or accept from any prospective client of the Company any business or service which was solicited on behalf of the Company by Executive or otherwise misappropriate any business opportunity of the Company for his own benefit. Executive agrees further not to engage during the one (1) year period following any termination of employment in any business which such activities prohibited by this paragraph (ii) to the extent that any activity would involve the use of Confidential Information or trade secrets of the Company. (iii) During the Employment Period and for the one (1) year period following any termination thereof, Executive shall not, directly or indirectly, on his own behalf or on behalf of any other person or entity, cause or induce or attempt to cause or induce any employee of the Company is conducting at to terminate his employment with the end Company, or advise or recommend to any other person that he employ or solicit for employment any person who is, or was within the six (6) month period prior to the Date of Termination, an employee or other service provider of the Term Company, or which its subsidiaries, if any. (iv) Notwithstanding any provision contained herein to the contrary, it is covered understood that Executive shall have the right and privilege at any time to invest in any competitive enterprise or business whose capital stock is listed on a national securities exchange in the end United States or is traded on the Nasdaq stock market, provided the total direct and indirect investment of Executive, Executive’s spouse and dependents, represents not more than two percent (2%) of the Term in a written proposal total capital stock of such enterprise. Nothing contained herein shall prohibit or business plan restrict Executive from investing in any place in which the Company does business at the time Employee seeks to engage in such non-competitive enterprise or business.

Noncompetition; Nonsolicitation. (i) Employee The Participant acknowledges that during the Participant’s Service, the Participant will create and recognizes have access to confidential information and to important business relationships. Accordingly, the highly competitive nature of the Company's business Participant represents, warrants and that Employee's position with covenants to the Company and access its Subsidiaries that, subject to and use the last sentence of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereofSection 6(b), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee Participant will not, directly or indirectly, compete with any business (i) during the Company is conducting at Restricted Period without the end express prior written approval of the Term Board, be or which is covered at the end become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of the Term in a written proposal Participant) or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration during the Restricted Period without the express prior written approval of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof)Board, Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly solicit, sell to or indirectly solicit or attempt to solicit or participate in service, for the solicitation account of or otherwise advise or encourage any employee, agent, consultant or representative ofCompeting Business, or vendor assist any Person in soliciting, selling to or supplier toservicing, for the Company account of any Competing Business, any Client, (b) solicit, approach or induce any such affiliate Client to terminate his, her 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 the six (6) months immediately prior to the termination or cessation of the Participant’s Service) an employee of or consultant to the Company or its Subsidiaries with whom the Participant worked while employed by the Company or a Subsidiary (whether as supervisor, subordinate or otherwise) or otherwise had substantial contact, to terminate or diminish such affiliate; Person’s relationship ​ ​ with the Company or its Subsidiaries or to be or become Associated With a Competing Business, or (d) 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) directly or indirectly solicit or attempt (c) of this Section 6(b)(ii). Notwithstanding the foregoing, the Participant shall not be deemed to solicit or participate in have violated this Section 6(b) if the solicitation of or otherwise advise or encourage any employeeParticipant becomes Associated With a Competing Business but, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Timeentire Restricted Period, Employee agrees that upon the earlier of Employee's Participant refrains from (x) negotiating with working in or for any Competitor (as defined below) concerning the possible employment of Employee by the Competitorbusiness unit, (y) receiving an offer of employment from a Competitor, subsidiary or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company division which engages or any of its affiliates) that then engagesis engaged, directly or indirectly, in any business which element of the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, Business and (y) during directly or indirectly engaging in any element of the Covered Period, any entity (Business other than for the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessSubsidiaries as an employee thereof.

Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes agrees that, during the highly competitive nature term of the Company's business and that Employee's position ’s employment with the Company and access to and use for a period of one (1) year after the Company's confidential records and proprietary information renders Employee special and unique. In consideration termination of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's ’s employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company (whether such termination is with or any such affiliate; without Cause or (bGood Reason or results from Employee’s resignation) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engagesnot, directly or indirectly, in any business which the Company is then conducting or which is then covered in a written proposal or business plan in any place market in which the Company does then is engaged in business at activities (the time “Geographic Area”): (i) engage in, consult with, be employed by or be connected with any business or activity which directly or indirectly competes with the Company’s business (a “Competing Business”), (ii) canvass, solicit or accept any business from any of the Company’s current or former clients, (iii) own any interest in any Competing Business (provided, however, Employee seeks may own up to engage 1% of the outstanding equity interests of any publicly traded Competing Business); (iv) assist others to open or operate any Competing Business; (v) solicit, recommend or induce any employee of the Company to terminate her employment with the Company; or (vi) solicit, recommend or induce any customers, suppliers or any other person or entity which has a business relationship with the Company to discontinue, reduce or modify such relationship.. Employee agrees and acknowledges that the Geographic Area is reasonable in scope and that the one (1) year period is reasonable in length. Employee has agreed to the foregoing noncompetition agreement because: (a) Employee recognizes that the Company has a legitimate interest in protecting the confidentiality of its business secrets (including the Confidential Information), (b) Employee agrees that such businessnoncompetition agreement is not oppressive to Employee nor injurious to the public, and (yc) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks has provided specialized and valuable training and information to engage in such businessEmployee.

Noncompetition; Nonsolicitation. (ia) Employee acknowledges During the period commencing on the Employment Termination Date and recognizes ending one year thereafter, the highly competitive nature Executive shall not, without the prior express written consent of the Chief Executive Officer of the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will notmanner, directly or indirectly, compete with through any business person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or 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, in which the Executive was involved or had knowledge, being conducted by, or contemplated by, the Company is conducting at the end or any of its subsidiaries as of the Term or which is covered at the end of the Term in a written proposal or business plan Employment Termination Date in any place geographic area in which the Company does business at the time Employee seeks to engage in or any of its subsidiaries is then conducting such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's Executive may accept employment is terminated by with any diversified corporation or enterprise having a business unit which competes with the Company without Causeand a business unit which does not compete with the Company if, prior to the acceptance of such employment, the Executive delivers to the Company a written assurance from such corporation or enterprise addressed to the Company and satisfactory to the Company that the Executive will render services exclusively for the business unit which does not compete with the Company and will not render services, directly or indirectly, for the business unit which competes with the Company. (iib) In further consideration of During the payment by period commencing on the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof)Employment Termination Date and ending two years thereafter, Employee agrees that during the Term and during the Covered Time Employee Executive shall not (a) in any manner, directly or indirectly solicit indirectly: (i) induce or solicit, or attempt to solicit induce or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Termsolicit, any entity (other than employee of the Company or any of its affiliates) that then engages, directly subsidiaries to leave the employment thereof or indirectly, in any business which way interfere with the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in relationship of such business, and (y) during the Covered Period, any entity (other than employee with the Company or its subsidiaries; or (ii) induce or solicit, or attempt to induce or solicit, any of customer, supplier, licensee or other individual, corporation or other business organization having a business relation with the Company or its affiliates) that then engages, directly subsidiaries to cease doing business with the Company or indirectly, its subsidiaries or in any business which way interfere with the relationship between any such customer, supplier, licensee or other person and the Company is conducting at or its subsidiaries. (c) Nothing in this Section 7 shall prohibit the end 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 of the Term or outstanding stock of any class of a corporation, any securities of which is covered at are publicly traded, so long as the end Executive has no active participation in the business of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businesscorporation.

Noncompetition; Nonsolicitation. (ia) Employee acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by Purchase Price and the Company to Employee consummation of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof)the Contemplated Transactions, Employee Seller agrees that (x) during that, for the Term Employee will period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date, Seller shall not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will notshall not permit its Affiliates to, directly or indirectly, compete own, manage, engage in, operate, control, promote, consult with, invest in, render services for, do business with or participate in a business that competes with the Business (the “Competitive Activities”) in North America, South America, Europe, Asia or Australia. Notwithstanding the foregoing, Buyer hereby agrees that the foregoing covenant shall not be deemed breached as a result of ownership by Seller (together with Seller’s Affiliates) of less than an aggregate of 5% of any business class of capital stock of a person engaged, directly or indirectly, in Competitive Activities. (b) Seller agrees that it shall not, and shall not permit its Affiliates to, directly or indirectly, at any time during the Company is conducting at period beginning on the end Closing Date and ending on the second anniversary of the Term Closing Date, solicit, induce or which is covered at the end encourage, or attempt to solicit, induce or encourage, any employee of the Term Buyer or any Affiliate of Buyer to terminate his or her employment with Buyer or such Affiliate, or hire or attempt to hire any employee of Buyer or any Affiliate of Buyer, in a each case, without obtaining written proposal consent from Buyer prior to engaging or business plan in any place in which the Company does business at the time Employee seeks attempting to engage in such businesssolicitation, inducement, encouragement or hiring, regardless of whether contact is initiated by Seller or by such employee; provided, however, that Buyer agrees that the provisions of clause (y) of this Paragraph 7(a)(i) foregoing covenant shall not apply if be deemed breached as a result of (i) any general, public advertisements of employment placed by Seller in the Employee's employment is terminated by Ordinary Course of Business not targeted at employees of the Company without Cause. Business, Buyer or any Affiliate of Buyer, or (ii) In further consideration Seller’s solicitation or hiring of the payment by the Company to Employee individuals that have previously terminated employment with Buyer or an Affiliate of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entityBuyer without Seller’s inducement. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business.

Noncompetition; Nonsolicitation. (ia) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's ’s business and that Employee's position with the Company and access to and use of the Company's ’s confidential records and proprietary information renders Employee him special and uniqueunique within the Company’s industry. In consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during (xi) during his employment with the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessCompany, and (yii) during the Covered Time (as defined below)Restricted Period, Employee will Executive shall not, directly or indirectly, compete with any business the Company is conducting at the end of the Term engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or which is covered at the end of the Term in a written proposal or business plan otherwise) in any place Competing Business doing business or attempting to do business in which the Company does business at the time Employee seeks to engage in such business; providedRestricted Area (each as defined below), however, provided that the provisions of clause (ythis Section 9.2(a) will not be deemed breached merely because Executive owns less than 2% of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeoutstanding common stock of a publicly-traded company. (iib) In further consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during (i) his employment and (ii) the Term period beginning on the Date of Termination and during the Covered Time Employee ending one year thereafter, he shall not (a) not, directly or indirectly solicit indirectly, (i) solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employeeof the employees, agentagents, consultant consultants or representative of, or vendor or supplier to, representatives of the Company or any such affiliate of its affiliates to terminate his, her or its relationship with the Company or any such affiliate; or (bii) directly or indirectly solicit solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employeeemployees, agentagents, representative consultants or consultant representatives of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliatesaffiliates to become employees, agents, representatives or consultants of any other person or entity; (iii) that then engages, directly solicit or indirectly, in attempt to solicit any business which the Company is then conducting vendor or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than distributor of the Company or any of its affiliatesaffiliates in connection with a Competing Business with respect to any product or service being furnished, made, sold, rented or leased by the Company or such affiliate; or (iv) persuade or seek to persuade any vendor or distributor of the Company or any affiliate to cease doing business or to reduce the amount of business which such customer, vendor or distributor has customarily done or contemplates doing with the Company or such affiliate. (c) Executive understands that then engagesthe provisions of this Section 9.2 may limit his ability to earn a livelihood in a business similar to the business of the Company or its affiliates but nevertheless agrees and hereby acknowledges that the consideration provided under this Agreement, directly including any amounts or indirectlybenefits provided under Sections 5 and 7 hereof and other obligations undertaken by the Company hereunder, is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive’s education, skills and abilities, Executive agrees that he will not assert in any business which the Company is conducting at the end of the Term forum that such provisions prevent him from earning a living or which is covered at the end of the Term in a written proposal otherwise are void or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessunenforceable or should be held void or unenforceable.

Noncompetition; Nonsolicitation. (ia) Employee acknowledges and recognizes During the highly competitive nature later of December 31, 2005 or twenty-four (24) months following Puppel's termination date of employment with CRS (the "Restriction Period"), Puppel 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 Company's outstanding voting shares of any company) that is, or intends to be, engaged in any business and that Employee's position which is in competition with the business of CRS, CNBC or any subsidiaries or affiliates of either entity (collectively "CRS or any Affiliates") in any geographic area in which CRS or any Affiliates 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 Puppel's employment is on account of Company 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 access to and use during the two (2) year period following the termination of his employment with CRS (the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof"Nonsolicitation Period"), Employee agrees that (x) during the Term Employee will Puppel shall not, directly or indirectly (as defined below)indirectly, compete encourage or solicit, or assist any other person or firm in encouraging or soliciting, any person that during the two year period preceding such termination of his employment with any business the Company CRS is then conducting or which is then covered was engaged in a written proposal business relationship with CRS or business plan in any place in which the Company does business at the time Employee seeks Affiliates to terminate its relationship with CRS or any Affiliates or 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 Puppel's employment is on account of Company exercising its right to terminate his employment under Paragraph (a) of Section 4 in the event of his Disability. (c) During the Nonsolicitation Period, Puppel will not, except with the prior written consent of Company, directly or indirectly, induce any employee of CRS or any Affiliates to terminate employment with such businessentity, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with either individually or as owner, agent, employee, consultant or otherwise, employ, offer employment or cause employment to be offered to any business the Company person who is conducting or was employed by CRS or any Affiliates thereof unless such person shall have ceased to be employed by such entity for a period of at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause least six (y6) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causemonths. (iid) In further consideration Promptly following his termination of the payment by the employment, Puppel shall return to Company to Employee all property of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof)Company, Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly all copies thereof in his possession or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreementhis control, including, without limitation, Employee's all Confidential Information in whatever media such Confidential Information is maintained. (e) Puppel acknowledges 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, and further acknowledges and agrees that the covenants and obligations pursuant of him in Section 8 and this Section 9 with respect to this Paragraph 7. For purposes noncompetition, nonsolicitation, confidentiality and Company property relate to special, unique and extraordinary matters and that a violation of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) the terms of such covenants and obligations will cause Company irreparable injury for which adequate remedies are not available at law. Therefore, Puppel agrees that then engagesCompany shall be entitled to an injunction, directly restraining order or indirectly, such other equitable relief as a court 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 business which the other rights and remedies Company is then conducting may have at law or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessequity.

Noncompetition; Nonsolicitation. (a) During the period beginning on the Closing Date and ending two (2) years from the later of (i) Employee acknowledges last date of employment of Ality Xxxxxxxxxx and recognizes Xxxxxx Xxxxxxxxxx, as applicable, with Buyer or an affiliate of Buyer or (ii) the highly competitive nature last date on which Contingent Consideration is paid, if any, none of the Company's Seller Parties will, without the prior written consent of Buyer, work with, provide services to, or own an interest in any business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, competes directly or indirectly with the Company’s Business, other than any such party’s capacity as an employee or equity holder of Buyer or its affiliates. The foregoing agreement shall not be deemed to restrict the ownership by any Seller Party of up to three percent (as defined below), compete with 3%) of any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end class of the Term outstanding capital stock of any corporation conducting a business similar to the Company’s Business that is regularly traded on a national securities exchange. The consideration for this agreement is included in the Purchase Price. (b) During the period beginning on the Closing Date and ending two (2) years from the later of (i) last date of employment of Ality Xxxxxxxxxx and Xxxxxx Xxxxxxxxxx, as applicable, with Buyer or an affiliate of Buyer or (ii) the last date on which Contingent Consideration is covered at the end paid, if any, none of the Term Seller Parties will, none of the Seller Parties will, other than in a furtherance of any such party’s employment with Buyer, without the prior written proposal consent of Buyer: (i) hire, attempt to hire, solicit, induce, or attempt to solicit or induce any employee or independent contractor of Buyer (including Referral Sources) to leave Buyer’s employment or to terminate his or her or its contractual and/or business plan in any place in which relationship with the Company does business at the time Employee seeks to engage in such businessCompany; provided, however, that general advertising not targeting Buyer’s employees shall not be a breach of this Section 7.3(b)(i); (ii) Call on or communicate with (except if such contact is not to the 32 business detriment of Buyer), or divert or solicit, any of the Referral Sources or Merchants; (iii) work with or provide services related to the Company’s Business to any Merchant or other customer of Buyer or any affiliate of Buyer; or (iv) encourage or persuade any Merchant or other customer of Buyer or its affiliates not to enter into an agreement or to terminate an agreement with Buyer or its affiliates or to obtain similar services from a competitor of Buyer or its affiliates. (c) The consideration for this Section 7.3 is included in the Purchase Price. The Parties specifically acknowledge and agree that the remedy at law for any breach of this Section 7.3 will be inadequate and that Buyer, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In addition, notwithstanding the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company Article IX, Buyer may be entitled to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engagesrecover, directly or indirectlyfrom any Seller Party, in any business which the Company is then conducting or which is then covered in its actual damages as a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any result of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end a breach of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business.Section

Noncompetition; Nonsolicitation. (a) You acknowledge and recognize (i) Employee acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration , (ii) the importance to the Company of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly Confidential Business Information and Trade Secrets (as defined below)in Sections 7(b) and 7(c) hereof) to which you will have access, compete with any business (iii) the importance to the Company is then conducting of the knowledge and experience possessed by it relating to the requirements and terms of doing business with existing or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such potential licensors, licensees, designers, suppliers and customers and methods of doing business, and (yiv) during the Covered Time (as defined below)position of responsibility which you will hold with the Company. Accordingly, Employee you agree that you will not, directly or indirectly, compete at any time during your employment by the Company and during the period commencing with any business the Termination Date and ending with the last day of the term of this agreement (the "Severance Period") (provided that the Company is conducting at making or has made the end of the Term or payments to you which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that required hereunder during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's Severance Period): (x) negotiating engage in any business which then competes, directly or indirectly, with any Competitor (as defined below) concerning the possible employment of Employee business then conducted or licensed by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectlyincluding, in any business which without limitation, the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessmanufacturing, marketing and (y) during the Covered Period, any entity (other than sale of products by independent licensees under trademarks owned by the Company or any of its affiliates, whether such other engagement is as an officer, director, employee, proprietor, consultant, independent contractor, partner, advisor, agent or investor (other than as a passive investor in less than 5% of the outstanding capital stock of a publicly traded corporation); or (y) assist other persons or businesses in engaging in any business activities prohibited under clause (x). You further agree that then engagesduring the term of this agreement and for a period of two (2) years following the end of the Severance Period, you will not, directly or indirectly, in induce any business which employees of the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in any such businessactivities or to terminate their employment or hire or attempt to hire any employees of the Company. (b) As used in this Section 6 and Sections 7, 9 and 10 below, the term "Company" shall be deemed to include the Company and any individual, person or entity controlling, controlled by or under common control with the Company, and any respective successors and assigns of any such individual, person or entity.

Noncompetition; Nonsolicitation. (ia) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's ’s business and that Employee's position with the Company and access to and use of the Company's ’s confidential records and proprietary information and exposure to customers, vendors, distributors and suppliers of the Company renders Employee him special and uniqueunique within the Company’s industry. In consideration of the payment Executive’s continued employment, and any payment(s) by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph Sections 3 and 4 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during (i) his employment with the Company, and (ii) the period beginning on the date of termination of employment and ending 12 months after the date of termination of employment (the “Covered Time”), Employee agrees that (x) during the Term Employee will Executive shall not, directly or indirectly (whether through affiliates, relatives, or otherwise), engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business in any Restricted Area (each as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, provided that the provisions of clause (ythis Section 5.2(a) will not be deemed breached solely because Executive owns less than 5% of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeoutstanding common stock of a publicly-traded company. (iib) In further consideration of the payment any payment(s) by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph Sections 3 and 4 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during the Term his employment and during the Covered Time Employee Time, he shall not (a) not, directly or indirectly solicit (whether through affiliates, relatives, or otherwise), (i) solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employeeof the employees, agentagents, consultant consultants or representative of, or vendor or supplier to, representatives of the Company or any such affiliate of its affiliates to terminate his, her her, or its relationship with the Company or such affiliate; (ii) solicit, encourage or attempt to solicit or encourage any of the employees, agents, consultants or representatives of the Company or any of its affiliates to become employees, agents, representatives or consultants of any other person or entity; (iii) solicit or attempt to solicit any customer, vendor, distributor or supplier of the Company or any of its affiliates in connection with a Competing Business with respect to any product or service being furnished, made, sold, rented or leased by the Company or such affiliate; or (biv) directly persuade or indirectly solicit seek to persuade any customer, vendor, distributor or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative supplier of the Company or any affiliate to become an employee, agent, representative or consultant of cease to do business or to any other individual reduce the amount of business which such customer, vendor, distributor or entity. (iiisupplier has customarily done or contemplates doing with the Company or such affiliate, whether or not the relationship between the Company or its affiliate and such customer, vendor, distributor or supplier was originally established in whole or in part through Executive’s efforts. For purposes of this Section 5.2(b) During the Term and only, during the Covered Time, Employee agrees the terms “customer,” “vendor,” “distributor,” and “supplier” shall mean a customer, vendor, distributor or supplier who has done business with the Company or any of its affiliates within 12 months preceding the termination of Executive’s employment. (c) Executive understands that upon the earlier provisions of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from this Section 5.2 may limit his ability to earn a Competitor, or (z) becoming employed by livelihood in a Competitor, Employee will immediately provide notice business similar to the business of the Company of such circumstances or its affiliates but nevertheless agrees and provide copies of this Paragraph 7 to the Competitor. Employee further agrees hereby acknowledges that the Company may provide notice to a Competitor of Employee's obligations consideration provided under this Agreement, includingincluding any amounts or benefits provided under Sections 3 and 4 hereof and other obligations undertaken by the Company hereunder, without limitationis sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive’s education, Employee's obligations pursuant skills and abilities, which may allow Executive to sufficiently earn a living in other available industries, Executive agrees that he will not assert in any forum that any provisions of this Paragraph 7Agreement prevent him from earning a living or otherwise are void or unenforceable or should be held void or unenforceable. Executive further affirms that Executive has had an opportunity to review this provision, as well as this Agreement in its entirety, with counsel of Executive’s choosing. (d) For purposes of this Agreement, "Competitor" “Competing Business” shall mean (xi) during the Term, any entity (other than business in which the Company or is currently engaged, including, but not limited to, renting and selling equipment and merchandise to the commercial and general public, including construction equipment, earthmoving equipment, aerial equipment, aerial work platforms, trench safety equipment, industrial equipment, landscaping equipment, contractor supplies, and home repair and maintenance equipment, as well as the buying of companies that engage in such activities along with the computer hardware and software systems designed, developed and utilized with respect to any of its affiliatesthe foregoing; (ii) that then engages, directly or indirectly, in any other future business which the Company is then conducting engages, or which is then covered has planned to engage, in to a written proposal or business plan in any place in which material extent during Executive’s employment with the Company does business at the time Employee seeks to engage in such business, Company; and (yiii) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessentities identified on Exhibit (A).

Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes During the highly competitive nature of Restricted Period, the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will Executive shall not, directly or indirectly, compete associate (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor, director or otherwise) with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessCompetitive Enterprise; provided, however, that the provisions Executive may (A) own, as a passive investor, securities of clause any such entity that has outstanding publicly traded securities, so long as the Executive’s direct or indirect holdings in any such entity shall not in the aggregate constitute more than 2% of the voting power of such entity, and (yB) provide services to a portfolio company of a financial sponsor that does not constitute a Competitive Enterprise, irrespective of whether such financial sponsor owns other portfolio companies that do constitute Competitive Enterprises, so long as the Executive does not engage in or assist in the activities of any such portfolio company that is a Competitive Enterprise. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Company Group, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force, and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper. Notwithstanding anything herein to the contrary, in the event 11 that the Executive becomes entitled to the Company Breach Payment under Section 4 of this Paragraph 7(a)(iAgreement, the restrictions set forth in this Section 6(c)(i) shall not apply if the Employee's employment is terminated by the Company without Causeapply. (ii) In further consideration of During the payment by Restricted Period, the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee Executive shall not (a) directly solicit, entice, persuade or indirectly solicit induce any individual who is employed or attempt to solicit or participate in the solicitation of or otherwise advise or encourage engaged by any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative member of the Company Group (or who was so employed or engaged within 12 months immediately preceding the Termination Date) to terminate or refrain from continuing such employment or engagement or to become an employee, agent, representative employed by or consultant of or to enter into contractual relations with any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier entity other than a member of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances Group, and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" Executive shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engagesnot hire, directly or indirectly, on the Executive’s behalf or on behalf of any other person, as an employee, consultant or otherwise, any such person; provided, however, that the Executive will not be in any breach of this Section 6(c)(ii) for (A) general solicitations not targeted at employees engaged with the Company Group and (B) responding to an unsolicited request to serve as a business reference for a former employee of the Company Group to the extent the Executive does not encourage the former employee to become employed by a person or entity that employs the Executive or with which the Company Executive is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessotherwise associated.

Noncompetition; Nonsolicitation. The Management Investor agrees that during the period of her employment with CLI or any of its subsidiaries and (x) for the one (1) year period immediately following termination of such employment for Cause or due to the resignation or retirement by the Management Investor (other than for Good Reason) or (y) the six (6) month period immediately following termination of such employment other than for Cause or termination of such employment for Good Reason, the Management Investor shall not: (i) Employee acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly (whether as defined below)principal, compete agent, independent contractor, partner, member, manager, officer, director or otherwise) own, manage, operate, control, participate in, perform services for, make any investment in or otherwise carry on, any business similar to or competitive with any business the Company is then conducting engaged in or which is then covered in a written proposal conducted by CLI or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessof its subsidiaries, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliatessubsidiaries proposes to engage in or conduct, at such time, including the business of leasing (as lessor) that then engages, shipping containers to customers for maritime purposes; or (ii) directly or indirectly, engage in the recruiting, soliciting or inducing of any nonclerical employee or employees of CLI or its affiliates to terminate their employment with, or otherwise cease their relationship with, CLI or any of its affiliates, or in hiring or assisting another person or entity to hire any nonclerical employee of CLI or any of its affiliates or any person who within six months before had been a nonclerical employee of CLI or any of its affiliates and were recruited or solicited for such employment or other retention while an employee of CLI or any of its affiliates (other than any of the foregoing activities engaged in with the prior written approval of CLI or such affiliate); or (iii) directly or indirectly solicit, induce or encourage or attempt to persuade any agent, supplier or customer of CLI or any subsidiary of CLI to terminate such agency or business which relationship; provided, that, notwithstanding the foregoing, the Management Investor shall not be bound by the terms of this Section 4(a) if at any time prior to the earlier to occur of (A) an IPO or (B) a firmly underwritten initial public offering pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, covering the offer and sale of the Company’s common stock (or other equity interest) for the account of the Company is then conducting or which is then covered in a written proposal or business plan in any place to the public generally in which the net proceeds to the Company does business at are not less than US$50,000,000, (i) the time Employee seeks to engage in such business, Management Investor is terminated by CLI other than for Cause or the Management Investor terminates her employment with CLI for Good Reason and (yii) during all of (1) the Covered Period, SeaCube Restricted Shares which become vested hereunder and (2) the Common Shares then held by the Management Investor that were previously granted as restricted shares of common stock of Seacastle are not repurchased by the Company. Nothing contained in this Agreement shall limit or otherwise affect the ability of the Management Investor to own not more than 1.0% of the outstanding capital stock of any entity (other than that is engaged in a business competitive with the Company or any of its affiliates) subsidiaries, provided that then engages, such investment is a passive investment and such Management Investor is not directly or indirectly, indirectly involved in any the management or operation of such business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks otherwise providing consulting services to engage in such business.

Noncompetition; Nonsolicitation. Xxxxx agrees that, during his employment hereunder and for the two-year period immediately following the Termination Date, Xxxxx shall not: (i) Employee acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term Employee will not, directly or indirectly (whether as defined belowprincipal, agent, independent contractor, partner, member, manager, officer, director or otherwise), compete own, manage, operate, control, participate in, perform services for, make any investment in or otherwise carry on, any business that is competitive with any business engaged in or conducted by Parent or any of its subsidiaries as of the Company is then conducting Termination Date, or any business in which Parent or any of its subsidiaries engaged within the twelve months preceding the Termination Date or which is then covered in at any time during such twelve-month period was the subject of a written formal business proposal or business plan in any place in which the Company does Parent or any of its subsidiaries was actively considering, including the business at the time Employee seeks to engage in such businessof owning, and (y) during the Covered Time leasing (as defined below)lessor, Employee will notsublessor, lessee or sublessee) or managing containerships, shipping containers or intermodal chassis; or (ii) directly or indirectly, compete with engage in the recruiting, soliciting or inducing of any business the Company is conducting at the end nonclerical employee or employees of Parent or its subsidiaries to terminate their employment with, or otherwise cease their relationship with, Parent or any of its subsidiaries, or in hiring or assisting another person or entity to hire any nonclerical employee of Parent or any of its subsidiaries or any person who within six months before had been a nonclerical employee of Parent or any of its subsidiaries and was recruited or solicited for such employment or other retention while an employee of Parent or any of its subsidiaries (other than any of the Term or which is covered at the end of the Term foregoing activities engaged in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliateprior written approval of Parent); or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity.or (iii) During directly or indirectly, solicit, induce or encourage or attempt to persuade any agent, supplier or customer of Parent or any subsidiary of Parent to terminate such agency or business relationship. (iv) If Xxxxx shall engage in any activity with Xxxxxx Xxxxxxx, the Term and during same shall not be deemed a violation of Section 6(a)(ii) hereof; provided that such activity does not include engaging in activities with respect to any other individuals which violate Section 6(a)(ii) hereof. Nothing contained in this Agreement shall limit or otherwise affect the Covered Time, Employee agrees that upon ability of Xxxxx to own not more than two percent (2.0%) of the earlier outstanding capital stock of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company that is engaged in a business competitive with Parent or any of its affiliates) subsidiaries, provided that then engages, such investment is a passive investment and Xxxxx is not directly or indirectly, indirectly involved in any the management or operation of such business which the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks otherwise providing consulting services to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business.

Noncompetition; Nonsolicitation. (i) Employee The Participant acknowledges that during the Participant’s Service, the Participant will create and recognizes have access to confidential information and to important business relationships. Accordingly, the highly competitive nature of the Company's business Participant represents, warrants and that Employee's position with covenants to the Company and access its Subsidiaries that, subject to and use the last sentence of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereofSection 7(b), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee Participant will not, directly or indirectly, compete with any business (i) during the Company is conducting at Restricted Period without the end express prior written approval of the Term Board, be or which is covered at the end become Associated With a Competing Business (other than severance-type or retirement-type benefits from entities constituting prior employers of the Term in a written proposal Participant) or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration during the Restricted Period without the express prior written approval of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof)Board, Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly solicit, sell to or indirectly solicit or attempt to solicit or participate in service, for the solicitation account of or otherwise advise or encourage any employee, agent, consultant or representative ofCompeting Business, or vendor assist any Person in soliciting, selling to or supplier toservicing, for the Company account of any Competing Business, any Client, (b) solicit, approach or induce any such affiliate Client to terminate his, her 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 the six (6) months immediately prior to the termination or cessation of the Participant’s Service) an employee of or consultant to the Company or its Subsidiaries with whom the Participant worked while employed by the Company or a Subsidiary (whether as supervisor, subordinate or otherwise) or otherwise had substantial contact, to terminate or diminish such affiliate; Person’s relationship with the Company or its Subsidiaries or to be or become Associated With a Competing Business or (d) 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) directly or indirectly solicit or attempt (c) of this Section 7(b)(ii). Notwithstanding the foregoing, the Participant shall not be deemed to solicit or participate in have violated this Section 7(b) if the solicitation of or otherwise advise or encourage any employeeParticipant becomes Associated With a Competing Business but, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Timeentire Restricted Period, Employee agrees that upon the earlier of Employee's Participant refrains from (x) negotiating with working in or for any Competitor (as defined below) concerning the possible employment of Employee by the Competitorbusiness unit, (y) receiving an offer of employment from a Competitor, subsidiary or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company division which engages or any of its affiliates) that then engagesis engaged, directly or indirectly, in any business which element of the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, Business and (y) during directly or indirectly engaging in any element of the Covered Period, any entity (Business other than for the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessSubsidiaries as an employee thereof.

Noncompetition; Nonsolicitation. (ia) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's ’s business and that Employee's position with the Company and access to and use of the Company's ’s confidential records and proprietary information renders Employee him special and uniqueunique within the Company’s industry. In consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during (i) his employment with the Company and (ii) the period beginning on the date of termination of employment for any reason and ending two years after the date of termination of employment (the “Post-Employment Period”), Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will Executive shall not, directly or indirectly, compete with engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business anywhere in any geographic area or market where Company or any of its affiliated companies are conducting any business, provided that the provisions of this Section 6.2(a) will not be deemed breached merely because Executive owns less than 1% of the outstanding common stock of a publicly-traded company. For purposes of this Agreement, “Competing Business” shall mean (i) any business engaged in the Company is conducting at sales, marketing, and/or product development of specialty printing or packaging products for the end of the Term or which is covered at the end of the Term in a written proposal or horticulture industry; and (ii) any other business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causethen engaged. (iib) In further consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph Sections 3 and 5 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during his employment and the Term and during the Covered Time Employee Post-Employment Period, he shall not (a) not, directly or indirectly solicit indirectly, (i) solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employeeof the employees, agentagents, consultant consultants or representative of, or vendor or supplier to, representatives of the Company or any such affiliate of its affiliates to terminate his, her her, or its relationship with the Company or such affiliate; (ii) solicit, encourage or attempt to solicit or encourage any of the employees, agents, consultants or representatives of the Company or any of its affiliates to become employees, agents, representatives or consultants of any other person or entity; (iii) solicit or attempt to solicit any supplier, customer, vendor or distributor of the Company or any of its affiliates with respect to any product or service being furnished, made, sold or leased to or by the Company or such affiliate; or (biv) directly persuade or indirectly solicit seek to persuade any supplier or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative customer of the Company or any affiliate to become an employee, agent, representative or consultant of cease to do business or to reduce the amount of business which any other individual supplier or entitycustomer has customarily done or contemplates doing with the Company or such affiliate, whether or not the relationship between the Company or its affiliate and such supplier or customer was originally established in whole or in part through Executive’s efforts. For purposes of this Section 6.2(b) only, during the Post-Employment Period, the terms “supplier,” “customer,” “vendor” and “distributor” shall mean a supplier, customer, vendor or distributor who has done business with the Company or any of its affiliates within twelve months preceding the termination of Executive’s employment. (iiic) During Executive’s employment with the Term Company and during the Covered TimePost-Employment Period, Employee Executive agrees that upon the earlier of Employee's Executive’s (xi) negotiating with any Competitor (as defined below) concerning the possible employment of Employee Executive by the Competitor, (yii) receiving an offer of employment from a Competitor, or (ziii) becoming employed by a Competitor, Employee Executive will (A) immediately provide notice to the Company of such circumstances and (B) provide copies of Section 6 of this Paragraph 7 Agreement to the Competitor. Employee Executive further agrees that the Company may provide notice to a Competitor of Employee's Executive’s obligations under this Agreement, including, including without limitation, Employee's limitation Executive’s obligations pursuant to this Paragraph 7Section 6 hereof. For purposes of this Agreement, "“Competitor" ” shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessCompeting Business.

Noncompetition; Nonsolicitation. (ia) Employee The Consultant acknowledges that during the period that he was employed by the Company he became familiar with trade secrets and recognizes the highly competitive nature of the Company's business and that Employee's position with other confidential information concerning the Company and access its subsidiaries and that his services have been and will be of special, unique and extraordinary value to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement and its subsidiaries. (including pursuant to Paragraph 3 hereof), Employee b) The Consultant agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan Consulting Period he shall not in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will notmanner, directly or indirectly, compete with through any business the Company is conducting at the end person, firm or corporation, alone or as a member of the Term a partnership or which is covered at the end as an officer, director, stockholder, investor or employee of the Term or consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm, corporation or enterprise in a written proposal engaging or business plan being engaged, in any place business, in which the Company does business at the time Employee seeks to engage in such business; providedConsultant was involved or had knowledge, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative ofbeing conducted by, or vendor or supplier tocontemplated by, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, subsidiaries during the Consulting Period in any business which the Company is then conducting or which is then covered in a written proposal or business plan in any place geographic area in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any of its affiliatessubsidiaries is then conducting such business. (c) The Consultant further agrees that then engagesduring the Consulting Period he shall not in any manner, directly or indirectly, in indirectly (i) induce or attempt to induce or solicit any business which employee of the Company is conducting at or any of its subsidiaries to terminate or abandon his or her employment for any purpose whatsoever or (ii) induce or solicit, or attempt to induce or solicit, any supplier or other individual, corporation or other business organization having a business relationship with the end Company or its subsidiaries to cease doing business with the Company or its subsidiaries, or interfere with the relationship between any such supplier or other person and the Company or its subsidiaries. (d) Nothing in this Section 9 shall prohibit the Consultant 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 of the Term outstanding stock of any class of securities of a corporation, any securities of which are publicly traded, so long as the Consultant has no active participation in the business of such corporation. (e) If, at any time of enforcement of this Section 9, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or which is covered at geographical area reasonable under such circumstances shall be substituted for the end 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. This Agreement shall not authorize a court to increase or broaden any of the Term restrictions in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessthis Section 9.

Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes the highly competitive nature of the Company's ’s business and that Employee's ’s knowledge, experience and expertise, his position with the Company and access to and use of the Company's ’s confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term and the Covered Term (as defined below), Employee will shall not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered (x) engage on his own behalf in a written proposal business that produces catalyst based emission control or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as remediation devices or processes(as defined below), or (y) own any interest in or engage in or perform any service for any person, firm, corporation or other entity, either as a partner, owner, employee, consultant, agent, officer, director or shareholder that (A) derives substantial revenues from the production of catalyst based emission control or remediation devices or processes or (B) is a meaningful competitor of the Company in the production of catalyst based emissions control or remediation devices or processes; Notwithstanding the foregoing, in the event the Employee is terminated without cause, then in that event, Employee may engage in a related business so long as Employee is not engaged directly or indirectly in the design or production of Catalyst Based Emission Control or Remediation Devices or Processes (as defined herein). To the extent applicable, Employee will not, directly or indirectly, compete with any business be governed by the Company non solicitation provisions ofthis Agreement even if Employee is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks permitted to engage in such a related business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause.. Employment Agreement WRC2012.doc (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Time, Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate of its affiliates to terminate his, her or its relationship with the Company or any such affiliateof its affiliates or to reduce the amount of business it does with the Company or any of their affiliates; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company or any of its affiliates to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's ’s (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's ’s obligations under this Agreement, including, without limitation, Employee's ’s obligations pursuant to this Paragraph 7. For purposes of this Agreement, "“Competitor" ” shall mean (x) during the Term and the Covered Term, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is then conducting production of emissions control or which is then covered in a written proposal remediation devices or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessprocesses.

Noncompetition; Nonsolicitation. (ia) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee him special and uniqueunique within the Company's industry. In consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during (xi) during his employment with the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessCompany, and (yii) during the period beginning on the date of termination of employment and ending one year after the date of termination of employment (the "Covered Time (as defined belowTime"), Employee will Executive shall not, directly or indirectly, compete with any business the Company is conducting at the end of the Term engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or which is covered at the end of the Term in a written proposal or business plan otherwise) in any place Competing Business in which the Company does business at the time Employee seeks to engage in such business; providedany Restricted Area (each as defined below), however, provided that the provisions of clause (ythis Section 9.2(a) will not be deemed breached merely because Executive owns less than 2% of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeoutstanding common stock of a publicly-traded company. (iib) In further consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during the Term his employment and during the Covered Time Employee Time, he shall not (a) not, directly or indirectly solicit indirectly, (i) solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, of the employees of the Company or any such affiliate of its affiliates to terminate his, her or its relationship with the Company or any such affiliate; or (bii) directly or indirectly solicit solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant employees of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliatesaffiliates to become employees of any other person or entity; (iii) that then engages, directly solicit or indirectly, in attempt to solicit any business which the Company is then conducting vendor or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than distributor of the Company or any of its affiliatesaffiliates in connection with a Competing Business with respect to any product or service being furnished, made, sold, rented or leased by the Company or such affiliate; or (iv) persuade or seek to persuade any vendor or distributor of the Company or any affiliate to cease doing business or to reduce the amount of business which such customer, vendor or distributor has customarily done or contemplates doing with the Company or such affiliate. (c) Executive understands that then engagesthe provisions of this Section 9.2 may limit his ability to earn a livelihood in a business similar to the business of the Company or its affiliates but nevertheless agrees and hereby acknowledges that the consideration provided under this Agreement, directly including any amounts or indirectlybenefits provided under Sections 5 and 7 hereof and other obligations undertaken by the Company hereunder, is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive's education, skills and abilities, Executive agrees that he will not assert in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in forum that such provisions prevent him from earning a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessliving.

Noncompetition; Nonsolicitation. (ia) Employee The Executive acknowledges and recognizes that in the highly competitive nature course of the Company's business and that Employee's position with his employment by the Company and access to its subsidiaries and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee affiliates pursuant to this Agreement (including pursuant to Paragraph 3 hereof)he will become familiar, Employee agrees that (x) during the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation course of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible his employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliatessubsidiaries 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 then engagesduring 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 which the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than actively being conducted by the Company or any of its affiliates) that then engagessubsidiaries or affiliates in any geographic area in which the Company or any of its subsidiaries or affiliates is conducting such business (whether through manufacturing or production, directly calling on customers or indirectlyprospective 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 is conducting at the end or any of the Term its subsidiaries or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business affiliates at the time Employee seeks subsequent to engage the Employment Period that the Executive first engages or assists in such businessbusiness 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. (ia) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's business and that Employee's position with the Company and access to and use of the Company's confidential records and proprietary information renders Employee him special and uniqueunique within the Company's industry. In consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during (xi) during his employment with the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessCompany, and (yii) during the period beginning on the date of termination of employment and ending one year after the date of termination of employment (the "Covered Time (as defined belowTime"), Employee will Executive shall not, directly or indirectly, compete with any business the Company is conducting at the end of the Term engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or which is covered at the end of the Term in a written proposal or business plan otherwise) in any place Competing Business in which the Company does business at the time Employee seeks to engage in such business; providedany Restricted Area (each as defined below), however, provided that the provisions of clause (ythis Section 9.2(a) will not be deemed breached merely because Executive owns less than 2% of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeoutstanding common stock of a publicly-traded company. (iib) In further consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during the Term his employment and during the Covered Time Employee Time, he shall not (a) not, directly or indirectly solicit indirectly, (i) solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employeeof the employees, agentagents, consultant consultants or representative of, or vendor or supplier to, representatives of the Company or any such affiliate of its affiliates to terminate his, her her, or its relationship with the Company or any such affiliate; or (bii) directly or indirectly solicit solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employeeemployees, agentagents, representative consultants or consultant representatives of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliatesaffiliates to become employees, agents, representatives or consultants of any other person or entity; (iii) that then engages, directly solicit or indirectly, in attempt to solicit any business which the Company is then conducting vendor or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than distributor of the Company or any of its affiliatesaffiliates in connection with a Competing Business with respect to any product or service being furnished, made, sold, rented or leased by the Company or such affiliate; or (iv) persuade or seek to persuade any vendor or distributor of the Company or any affiliate to cease to do business or to reduce the amount of business which such customer, vendor or distributor has customarily done or contemplates doing with the Company or such affiliate. (c) Executive understands that then engagesthe provisions of this Section 9.2 may limit his ability to earn a livelihood in a business similar to the business of the Company or its affiliates but nevertheless agrees and hereby acknowledges that the consideration provided under this Agreement, directly including any amounts or indirectlybenefits provided under Sections 5 and 7 hereof and other obligations undertaken by the Company hereunder, is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive's education, skills and abilities, Executive agrees that he will not assert in any business which the Company is conducting at the end of the Term forum that such provisions prevent him from earning a living or which is covered at the end of the Term in a written proposal otherwise are void or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessunenforceable or should be held void or unenforceable.

Noncompetition; Nonsolicitation. (ia) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's ’s business and that Employee's position with the Company and access to and use of the Company's ’s confidential records and proprietary information and exposure to customers, vendors, distributors and suppliers of the Company renders Employee him special and uniqueunique within the Company’s industry. In consideration of the payment Executive’s employment, and any payment(s) by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph Sections 3 and 4 hereof) and other obligations undertaken by the Company hereunder, Executive agrees that during (i) his employment with the Company, and (ii) the period beginning on the date of termination of employment and ending 12 months after the date of termination of employment (the “Covered Time”), Employee agrees that (x) during the Term Employee will Executive shall not, directly or indirectly (whether through affiliates, relatives, or otherwise), engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or otherwise) in any Competing Business in any Restricted Area (each as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, provided that the provisions of clause (ythis Section 5.2(a) will not be deemed breached solely because Executive owns less than 5% of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeoutstanding common stock of a publicly-traded company. (iib) In further consideration of the payment any payment(s) by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph Sections 3 and 4 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during the Term his employment and during the Covered Time Employee Time, he shall not (a) not, directly or indirectly solicit (whether through affiliates, relatives, or otherwise), (i) solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employeeof the employees, agentagents, consultant consultants or representative of, or vendor or supplier to, representatives of the Company or any such affiliate of its affiliates to terminate his, her her, or its relationship with the Company or such affiliate; (ii) solicit, encourage or attempt to solicit or encourage any of the employees, agents, consultants or representatives of the Company or any of its affiliates to become employees, agents, representatives or consultants of any other person or entity; (iii) solicit or attempt to solicit any customer, vendor, distributor or supplier of the Company or any of its affiliates in connection with a Competing Business with respect to any product or service being furnished, made, sold, rented or leased by the Company or such affiliate; or (biv) directly persuade or indirectly solicit seek to persuade any customer, vendor, distributor or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative supplier of the Company or any affiliate to become an employee, agent, representative or consultant of cease to do business or to any other individual reduce the amount of business which such customer, vendor, distributor or entity. (iiisupplier has customarily done or contemplates doing with the Company or such affiliate, whether or not the relationship between the Company or its affiliate and such customer, vendor, distributor or supplier was originally established in whole or in part through Executive’s efforts. For purposes of this Section 5.2(b) During the Term and only, during the Covered Time, Employee agrees the terms “customer,” “vendor,” “distributor,” and “supplier” shall mean a customer, vendor, distributor or supplier who has done business with the Company or any of its affiliates within 12 months preceding the termination of Executive’s employment. (c) Executive understands that upon the earlier provisions of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from this Section 5.2 may limit his ability to earn a Competitor, or (z) becoming employed by livelihood in a Competitor, Employee will immediately provide notice business similar to the business of the Company of such circumstances or its affiliates but nevertheless agrees and provide copies of this Paragraph 7 to the Competitor. Employee further agrees hereby acknowledges that the Company may provide notice to a Competitor of Employee's obligations consideration provided under this Agreement, includingincluding any amounts or benefits provided under Sections 3 and 4 hereof and other obligations undertaken by the Company hereunder, without limitationis sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive’s education, Employee's obligations pursuant skills and abilities, which may allow Executive to sufficiently earn a living in other available industries, Executive agrees that he will not assert in any forum that any provisions of this Paragraph 7Agreement prevent him from earning a living or otherwise are void or unenforceable or should be held void or unenforceable. Executive further affirms that Executive has had an opportunity to review this provision, as well as this Agreement in its entirety, with counsel of Executive’s choosing. (d) For purposes of this Agreement, "Competitor" “Competing Business” shall mean (xi) during the Term, any entity (other than business in which the Company or is currently engaged, including, but not limited to, renting and selling equipment and merchandise to the commercial and general public, including construction equipment, earthmoving equipment, aerial equipment, aerial work platforms, trench safety equipment, industrial equipment, landscaping equipment, contractor supplies, and home repair and maintenance equipment, as well as the buying of companies that engage in such activities along with the computer hardware and software systems designed, developed and utilized with respect to any of its affiliatesthe foregoing; (ii) that then engages, directly or indirectly, in any other future business which the Company is then conducting engages, or which is then covered has planned to engage, in to a written proposal or business plan in any place in which material extent during Executive’s employment with the Company does business at the time Employee seeks to engage in such business, Company; and (yiii) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessentities identified on Exhibit (A).

Noncompetition; Nonsolicitation. (i) Employee acknowledges and recognizes the highly competitive nature of the Company's ’s business and that Employee's ’s knowledge, experience and expertise, his position with the Company and access to and use of the Company's ’s confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that (x) during the Term and the Covered Term (as defined below), Employee will shall not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered (x) engage on his own behalf in a written proposal business that produces catalyst based emission control or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Time (as remediation devices or processes(as defined below), or (y) own any interest in or engage in or perform any service for any person, firm, corporation or other entity, either as a partner, owner, employee, consultant, agent, officer, director or shareholder that (A) derives substantial revenues from the production of catalyst based emission control or remediation devices or processes or (B) is a meaningful competitor of the Company in the production of catalyst based emissions control or remediation devices or processes; Notwithstanding the foregoing, in the event the Employee is terminated without cause, then in that event, Employee may engage in a related business so long as Employee is not engaged directly or indirectly in the design or production of Catalyst Based Emission Control or Remediation Devices or Processes (as defined herein). To the extent applicable, Employee will not, directly or indirectly, compete with any business be governed by the Company non solicitation provisions of this Agreement even if Employee is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks permitted to engage in such a related business; provided, however, that the provisions of clause . Employment Agreement (y00156422) of this Paragraph 7(a)(i(2) shall not apply if the Employee's employment is terminated by the Company without Cause.4/12 (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Time, Employee shall not (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, the Company or any such affiliate of its affiliates to terminate his, her or its relationship with the Company or any such affiliateof its affiliates or to reduce the amount of business it does with the Company or any of their affiliates; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company or any of its affiliates to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's ’s (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's ’s obligations under this Agreement, including, without limitation, Employee's ’s obligations pursuant to this Paragraph 7. For purposes of this Agreement, "“Competitor" ” shall mean (x) during the Term and the Covered Term, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is then conducting production of emissions control or which is then covered in a written proposal remediation devices or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company or any of its affiliates) that then engages, directly or indirectly, in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessprocesses.

Noncompetition; Nonsolicitation. (ia) Employee The Executive acknowledges and recognizes ------------------------------- that in the highly competitive nature course of the Company's business and that Employee's position his employment with the Company and access to and use of the Company's confidential records and proprietary information renders Employee special and unique. In consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement he will become familiar, and during the course of his employment by Emsar 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 Emsar 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. (including b) The Executive agrees that during the Employment Period and during (i) the period ending one year following the end of the Employment Period or (ii) the period for which the Company makes payments to the Executive pursuant to Paragraph 3 Section 4 hereof, whichever of the periods described in clauses (i) and (ii) of this sentence ends later (the "Noncompetition Period"), Employee 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 Emsar or any of its subsidiaries in any geographic area in which Emsar 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 end of 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 Emsar or any of its subsidiaries at the time subsequent to the end of the Employment Period that the Executive first engages or assists in such activity. (c) The Executive further agrees that (x) during the Term Employee will notNoncompetition Period he shall not in any manner, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (yi) during the Covered Time (as defined below), Employee will not, directly or indirectly, compete with any business the Company is conducting at the end of the Term or which is covered at the end of the Term in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business; provided, however, that the provisions of clause (y) of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Cause. (ii) In further consideration of the payment by the Company to Employee of amounts that may hereafter be paid to Employee pursuant to this Agreement (including pursuant to Paragraph 3 hereof), Employee agrees that during the Term and during the Covered Time Employee shall not (a) directly or indirectly solicit induce or attempt to solicit induce any employee of Emsar or participate in the solicitation of any of its subsidiaries or otherwise advise affiliates to terminate or encourage any employee, agent, consultant or representative ofabandon his employment, or vendor or supplier to, the Company or any such affiliate to terminate his, her or its relationship with the Company or any such affiliate; or (b) directly or indirectly solicit or attempt to solicit or participate in the solicitation customer of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company Emsar or any of its affiliatessubsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) that then engages, directly or indirectly, in connection with any business to which the Company is Section 6(b) hereof applies, call on, service, solicit or otherwise do business with any then conducting current or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than the Company prospective customer of Emsar or any of its subsidiaries or affiliates. (d) that then engages, directly Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or indirectly, in any business which the Company is conducting at the end a diversified investment company or (ii) a passive owner of not more than 2% of the Term or outstanding stock of any class of a corporation any securities of which is covered at are publicly traded, so long as the end Executive has no active participation in the business of the Term in a written proposal or business plan in any place in which the Company does business such corporation. (e) If, at the time Employee seeks 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 engage in such businessrevise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. (i) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's ’s business and that Employee's position with the Company and access to and use of the Company's ’s confidential records and proprietary information renders Employee him special and uniqueunique within the Company’s industry. In consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during (xi) during his employment with the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessCompany, and (yii) during the period beginning on the date of termination of employment and ending one year after the date of termination of employment (the “Covered Time (as defined belowTime”), Employee will Executive shall not, directly or indirectly, compete with any business the Company is conducting at the end of the Term engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or which is covered at the end of the Term in a written proposal or business plan otherwise) in any place Competing Business in which the Company does business at the time Employee seeks to engage in such business; providedany Restricted Area (each as defined below), however, provided that the provisions of clause (ythis Section 9.2(a) will not be deemed breached merely because Executive owns less than 2% of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeoutstanding common stock of a publicly-traded company. (ii) In further consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during the Term his employment and during the Covered Time Employee Time, he shall not (a) not, directly or indirectly solicit indirectly, (i) solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, of the employees of the Company or any such affiliate of its affiliates to terminate his, her or its relationship with the Company or any such affiliate; or (bii) directly or indirectly solicit solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant employees of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliatesaffiliates to become employees of any other person or entity; (iii) that then engages, directly solicit or indirectly, in attempt to solicit any business which the Company is then conducting vendor or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than distributor of the Company or any of its affiliatesaffiliates in connection with a Competing Business with respect to any product or service being furnished, made, sold, rented or leased by the Company or such affiliate; or (iv) persuade or seek to persuade any vendor or distributor of the Company or any affiliate to cease doing business or to reduce the amount of business which such customer, vendor or distributor has customarily done or contemplates doing with the Company or such affiliate. (iii) Executive understands that then engagesthe provisions of this Section 9.2 may limit his ability to earn a livelihood in a business similar to the business of the Company or its affiliates but nevertheless agrees and hereby acknowledges that the consideration provided under this Agreement, directly including any amounts or indirectlybenefits provided under Sections 5 and 7 hereof and other obligations undertaken by the Company hereunder, is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive’s education, skills and abilities, Executive agrees that he will not assert in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in forum that such provisions prevent him from earning a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessliving.

Noncompetition; Nonsolicitation. (ia) Employee Executive acknowledges and recognizes the highly competitive nature of the Company's ’s business and that Employee's position with the Company and access to and use of the Company's ’s confidential records and proprietary information renders Employee her special and uniqueunique within the Company’s industry. In consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during (xi) during her employment with the Term Employee will not, directly or indirectly (as defined below), compete with any business the Company is then conducting or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessCompany, and (yii) during the period beginning on the date of termination of employment and ending one year after the date of termination of employment (the “Covered Time (as defined belowTime”), Employee will Executive shall not, directly or indirectly, compete with any business the Company is conducting at the end of the Term engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or which is covered at the end of the Term in a written proposal or business plan otherwise) in any place Competing Business in which the Company does business at the time Employee seeks to engage in such business; providedany Restricted Area (each as defined below), however, provided that the provisions of clause (ythis Section 9.2(a) will not be deemed breached merely because Executive owns less than 2% of this Paragraph 7(a)(i) shall not apply if the Employee's employment is terminated by the Company without Causeoutstanding common stock of a publicly-traded company. (iib) In further consideration of the payment by the Company to Employee Executive of amounts that may hereafter be paid to Employee Executive pursuant to this Agreement (including including, without limitation, pursuant to Paragraph 3 Sections 5 and 7 hereof)) and other obligations undertaken by the Company hereunder, Employee Executive agrees that during the Term her employment and during the Covered Time Employee Time, she shall not (a) not, directly or indirectly solicit indirectly, (i) solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of, or vendor or supplier to, of the employees of the Company or any such affiliate of its affiliates to terminate hisher, her his or its relationship with the Company or any such affiliate; or (bii) directly or indirectly solicit solicit, encourage or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any employee, agent, consultant or representative of the Company to become an employee, agent, representative or consultant employees of or to any other individual or entity. (iii) During the Term and during the Covered Time, Employee agrees that upon the earlier of Employee's (x) negotiating with any Competitor (as defined below) concerning the possible employment of Employee by the Competitor, (y) receiving an offer of employment from a Competitor, or (z) becoming employed by a Competitor, Employee will immediately provide notice to the Company of such circumstances and provide copies of this Paragraph 7 to the Competitor. Employee further agrees that the Company may provide notice to a Competitor of Employee's obligations under this Agreement, including, without limitation, Employee's obligations pursuant to this Paragraph 7. For purposes of this Agreement, "Competitor" shall mean (x) during the Term, any entity (other than the Company or any of its affiliatesaffiliates to become employees of any other person or entity; (iii) that then engages, directly solicit or indirectly, in attempt to solicit any business which the Company is then conducting vendor or which is then covered in a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such business, and (y) during the Covered Period, any entity (other than distributor of the Company or any of its affiliatesaffiliates in connection with a Competing Business with respect to any product or service being furnished, made, sold, rented or leased by the Company or such affiliate; or (iv) persuade or seek to persuade any vendor or distributor of the Company or any affiliate to cease doing business or to reduce the amount of business which such customer, vendor or distributor has customarily done or contemplates doing with the Company or such affiliate. (c) Executive understands that then engagesthe provisions of this Section 9.2 may limit her ability to earn a livelihood in a business similar to the business of the Company or its affiliates but nevertheless agrees and hereby acknowledges that the consideration provided under this Agreement, directly including any amounts or indirectlybenefits provided under Sections 5 and 7 hereof and other obligations undertaken by the Company hereunder, is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of Executive’s education, skills and abilities, Executive agrees that she will not assert in any business which the Company is conducting at the end of the Term or which is covered at the end of the Term in forum that such provisions prevent her from earning a written proposal or business plan in any place in which the Company does business at the time Employee seeks to engage in such businessliving.