Common use of Noncompetition; Nonsolicitation Clause in Contracts

Noncompetition; Nonsolicitation. For a period of two (2) years after Executive receives Change of Control Benefits pursuant to the terms of this Agreement, Executive shall not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during the period of such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that should the Executive violate or threaten to violate any of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the time.

Noncompetition; Nonsolicitation. (a) For a period of two (2) years after Executive receives Change the Date of Control Benefits pursuant to the terms of this AgreementTermination, Executive shall will not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account own, manage, operate, control or for participate in the account ownership, management, operation or control of others, either or be connected as an officer, employee, partner, director, promoter, employee, consultant, advisor, agent, managerconsultant or otherwise with, or have any financial interest in, any business which is in material competition with the business conducted by the Company or its affiliates. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. (b) For two years after the Date of Termination, the Executive will not, directly or indirectly, on behalf of the Executive or any other capacityperson, engage in the Self-Storage Business. The nonsolicitation provision shall apply to solicit for employment any Company employee during the period of such Company employee's employment with person employed by the Company or its affiliates as of the date hereof or known by the Executive at the time to be employed by the Company or its affiliates. (i) Executive acknowledges and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation the restrictions contained in this Section 9 and in Section 8 are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that irreparable injury will be suffered by the Company should the Executive violate or threaten to violate breach any of the provisions of such covenantthis Section. Executive represents and acknowledges that (1) Executive has been advised by the Company to consult Executive's own legal counsel in respect of this Agreement, (2) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive's counsel, and (3) the Company, its successors or assigns, provisions of this Section 9 are reasonable and these restrictions do not prevent Executive from earning a reasonable livelihood. (ii) Executive further acknowledges and agrees that a breach of any of the restrictions in this Section 9 and Section 8 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to obtain a temporary or preliminary and permanent injunctioninjunctive relief, without the necessity of proving actual damages, as appropriatewell as provable damages and an equitable accounting of all earnings, against the Executive in profits and other benefits arising from any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein this Section 9, which rights shall be cumulative and in addition to any award other fights or remedies to which the Company may be entitled. In the event that any of damagesthe provisions of this Section 9 should ever be adjudicated to exceed the time, compensatorygeographic, exemplary service, or otherwiseother limitations permitted by applicable law in any jurisdiction, payable it is the intention of the parties that the provision shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by reason applicable law, that such amendment shall apply only within the jurisdiction of the court that made such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, adjudication and that the foregoing restrictive covenant provision otherwise be enforced to the maximum extent permitted by law. (iii) Executive irrevocably and unconditionally (1) agrees that any suit, action or other legal proceeding arising out of this Section 9 and Section 8, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief and other equitable relief, may be brought in the Court of Common Pleas of York County, Pennsylvania or if such court does not have jurisdiction or will not accept jurisdiction, in any respect inhibit his ability to earn a livelihood court of general jurisdiction in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only Pennsylvania, (2) consents to the extent necessary non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (3) waive any objection which Executive may have to protect the Company from unfair competition. The Company recognizeslaying of venue of any such suit, howeveraction or proceeding in any process, that reasonable people may differ pleadings, notices or other papers in making such a determination. Consequentlymanner permitted by the notice provisions of this Section 9. (d) In exchange for the covenants set forth in this Section 9, the Company agrees that if to make to the scope or enforceability Executive a lump sum payment equal to two years of the restricted covenant contained herein is in any way disputed at any timeExecutive's then-current Annual Base Salary plus then-current Adjusted EV Bonus, a court or other trier payable within 30 days after the Date of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the timeTermination.

Noncompetition; Nonsolicitation. (a) For a period of two (2) years after Executive receives Change the Date of Control Benefits pursuant to the terms of this AgreementTermination, Executive shall will not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account own, manage, operate, control or for participate in the account ownership, management, operation or control of others, either or be connected as an officer, employee, partner, director, promoter, employee, consultant, advisor, agent, managerconsultant or otherwise with, or have any financial interest in, any business which is in competition with the business conducted by the Company or its affiliates anywhere in the world where the Company or its affiliates does business. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. (b) For two years after the Date of Termination, the Executive will not, directly or indirectly, on behalf of the Executive or any other person or entity, solicit for employment or other commercial engagement any person employed by the Company or its affiliates as of the date of the solicitation or for the preceding six months. (c) During the Employment Period and at any time thereafter, Executive shall not, directly or indirectly, engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way the Company or its affiliates, or any products or services offered by any of these, nor shall he engage in any other capacity, engage in conduct or make any other statement that could be reasonably expected to impair the Self-Storage Business. The nonsolicitation provision shall apply to goodwill of any Company employee during the period of such Company employee's employment with the Company them. (i) Executive acknowledges and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation the restrictions contained in this Section 8 and in Section 7 above are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that irreparable injury will be suffered by the Company should the Executive violate or threaten to violate breach any of the provisions of such covenantthis Section 8 or Section 7 above. Executive represents and acknowledges that (1) Executive has been advised by the Company to consult Executive's own legal counsel in respect of this Agreement, (2) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive's counsel, and (3) the Company, its successors provisions of this Section 8 and Section 7 above are reasonable and these restrictions do not prevent Executive from earning a reasonable livelihood. (ii) Executive further acknowledges and agrees that a breach of any of the restrictions in this Section 8 or assigns, Section 7 above cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to obtain a temporary or preliminary and permanent injunctioninjunctive relief, without the necessity of proving actual damages, as appropriatewell as provable damages and an equitable accounting of all earnings, against the Executive in profits and other benefits arising from any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein this Section 8, or Section 7 above which rights shall be cumulative and in addition to any award other rights or remedies to which the Company may be entitled. In the event that any of damagesthe provisions of this Section 8 should ever be adjudicated to exceed the time, compensatorygeographic, exemplary service, or otherwiseother limitations permitted by applicable law in any jurisdiction, payable it is the intention of the parties that the provision shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by reason applicable law, that such amendment shall apply only within the jurisdiction of the court that made such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, adjudication and that the foregoing restrictive covenant provision otherwise be enforced to the maximum extent permitted by law. The time periods set forth above shall be tolled during any period of violation by the Executive. (iii) Executive irrevocably and unconditionally (1) agrees that any suit, action or other legal proceeding arising out of this Section 8 or Section 7 above, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief and other equitable relief, may be brought in the Court of Common Pleas of York County, Pennsylvania or if such court does not have jurisdiction or will not accept jurisdiction, in any respect inhibit his ability to earn a livelihood court of general jurisdiction in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only Pennsylvania, (2) consents to the extent necessary non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (3) waives any objection which Executive may have to protect the Company from unfair competition. The Company recognizeslaying of venue of any such suit, howeveraction or proceeding in any process, that reasonable people may differ pleadings, notices or other papers in making such a determination. Consequentlymanner permitted by the notice provisions of this Section 8. (e) In exchange for the covenants set forth in this Section 8, and provided the Executive is not terminated for Cause and does not leave other than for Good Reason, the Company agrees that if to pay to the scope or enforceability Executive a lump sum amount equal to two times the Executive's Annual Base Salary plus the Bonus Amount, within 30 days after the Date of Termination. (f) Any termination of the restricted covenant contained herein is in any way disputed at any timeExecutive's employment or of this Agreement shall have no effect on the continuing operation of this Section 8, a court or other trier of fact may modify and enforce the covenant Company shall be permitted to the extent that it believes to be reasonable assign its rights under the circumstances existing at the time.this Section

Noncompetition; Nonsolicitation. For a period of Until two (2) years after termination of Executive's employment hereunder, Executive receives Change will not (i) engage directly or indirectly, alone or as a shareholder, partner, officer, director, Executive or consultant of Control Benefits pursuant any other business organization, in any business activities which (A) relate to the terms acquisition, consolidation or management of this Agreementsurgical or physician practices (the "Designated Industry") and (B) were either conducted by the Company prior to Executive's termination or proposed to be conducted by the Company at the time of such termination, Executive shall not (ii) divert to any competitor of the Company in the Designated Industry any customer of the Company, or (iii) solicit or encourage any officer, executive, employee or consultant of the Company to leave the service his employ for employment by or with any competitor of the Company or own in the Designated Industry. The parties acknowledge that Executive's noncompetition and nonsolicitation obligations hereunder will not preclude Executive from owning less than 5% of the common stock of any interest publicly traded corporation conducting business activities in any Self-Storage Property (other than any permissible interest acquired while the Designated Industry. Executive was employed will continue to be bound by the Company) provisions of this Section 9 until their expiration and will not be entitled to any additional compensation from the Company with respect thereto. If Executive's termination is a result of a Change of Control as partnerdefined in Section 6 herein, shareholder or otherwise; or directly or indirectly, for his own account or for the account provisions of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Businessthis Section 9 will expire immediately upon such termination. The nonsolicitation provision provisions of Section 9 shall apply remain in effect only during such time as the Executive is entitled to any Company employee receive severance pay from the Company, as defined in Section 6 herein, and only during such time as the period of Executive actually receives such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment with severance pay from the Company. The Executive agrees that damages If at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that should the Executive violate or threaten to violate any of time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such covenantarea, duration and scope of activity as will be determined to be reasonable and enforceable by the Company, its successors court or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court other body having jurisdiction over the person matter; and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges agrees that this Agreement has Section 9 as so amended will be valid and binding as though any invalid or unenforceable provision had not been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained included herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the time.

Noncompetition; Nonsolicitation. For a period of two (2a) years after Executive receives Change of Control Benefits pursuant to During the terms of this AgreementRestriction Period, Executive Newco shall not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by manner within the Company) as partnerRestricted Territory, shareholder or otherwise; or directly or indirectlyindirectly through its officers, for his own account or for the account of othersemployees, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacityagents and representatives, engage in the Self-Storage Restricted Business. The nonsolicitation provision Newco shall further refrain from, including through persons or entities that Newco directly or indirectly controls, intentionally enabling or assisting third parties (other than Purchaser or the Company) to engage in the Restricted Business. Notwithstanding anything to the contrary in this Section 3(a) or elsewhere in this Agreement, in the event of a Change in Control (as defined below), the restrictions set forth in this Section 3(a) with respect to engaging in the Restricted Business shall apply only to Newco or members of the Newco Company Group and shall not apply to the rest of the entity acquiring Newco (the “Acquiror”) or any member of the Acquiring Company employee during Group, so long as the period Acquiror or member of the Acquiring Company Group does not make material use of the of the Transferred Intellectual Property (as defined in the ATA) and proprietary know-how of Newco (“Segregated Technology”) in developing or commercializing cfDNA/IR Products. Notwithstanding the foregoing, if rights to Segregated Technology were granted to the Acquiror in compliance with this Section 3(a) prior to and independently of Acquiror’s acquisition of Newco, then the use of such Company employee's employment Segregated Technology in accordance with such grant shall not be deemed use of Segregated Technology for purposes of this Section 3(a). (b) During the Restriction Period, Newco shall not, directly or indirectly (including without limitation through any affiliate of Newco or any other person) solicit, attempt to solicit or encourage any Restricted Employee to leave his or her employment, consulting or independent contractor relationship with the Company or the Purchaser or any other of Purchaser’s affiliates. (c) As used in this section, “Acquiring Company Group” means all affiliates of the Acquiror immediately prior to Acquiror’s acquisition of Newco; “Newco Company Group” means Newco, together with any entity that was its affiliate immediately prior to the acquisition of Newco by the Acquiror, and for “Change in Control” means the consummation of a period merger or consolidation of 30 days Newco with any other corporation or entity, other than a merger or consolidation which would result in the voting securities of Newco outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of Newco or such surviving entity outstanding immediately after such employee's termination of employment with merger or consolidation, or the Company. The Executive agrees that damages at law for violation consummation of the restrictive covenant contained herein would not be an adequate sale or proper remedy to the Company, and that should the Executive violate disposition by Newco of all or threaten to violate any substantially all of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the timeNewco’s assets.

Noncompetition; Nonsolicitation. For a period (a) Executive acknowledges that in the course of two (2) years after Executive receives Change of Control Benefits his employment with the Company pursuant to this Agreement he will become familiar, and during the terms course of his employment by the Company or any of its subsidiaries prior to the date of this AgreementAgreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and that his services have been and will be of special, unique and extraordinary value to the Company. (b) Executive agrees that during the Employment Period and for one year thereafter in the case of Termination for Good Reason, Termination without Cause, Company Non-Renewal or Termination for Disability, or for two years thereafter in the case of termination of employment for any other reason (the “Noncompetition Period”), he shall not solicit (directly or indirectly), in any employee geographic area in which the Company conducted or had plans to conduct business during the one-year period preceding the date of termination (the “Restricted Period”), perform services of the type performed by Executive on behalf of the Company during the Restricted Period, for any person, firm, corporation or enterprise engaged in any business of the type conducted or under development by the Company during the Restricted Period. Notwithstanding the foregoing, subsequent to leave the service Employment Period, 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 or developed by the Company at the time subsequent to the Employment Period that Executive first engages or assists in such business activity. (c) Executive agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly, in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any Restricted Customer. For purposes of this Section 6(c), “Restricted Customer” means any customer to which products or services of the Company are provided and with or about which Executive had contact or knowledge, in each case, during the Restricted Period. (d) Executive further agrees that during the Noncompetition Period, he shall not in any manner directly or indirectly induce or attempt to induce any employee, consultant or agent of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by employee, consultant or agent of the Company’s subsidiaries to terminate or abandon his/her employment or engagement with the Company or any of its subsidiaries. (e) as partnerNothing in this Section 6 shall prohibit Executive from, shareholder during the Employment Period or otherwise; or directly or indirectlythe Noncompetition Period, for (i) managing and overseeing his own account or for family investments in a manner and to the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee extent generally consistent with Executive’s prior practice during the period of such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment he has been employed full-time with the Company. The Executive agrees , provided that damages at law for violation he may not, through such management and oversight, directly and personally participate in any activity that would be prohibited by Sections 5 and 6 of this Agreement or (ii) being a passive owner of not more than 5% of the restrictive covenant contained herein would not be an adequate or proper remedy to outstanding stock of any class of securities which are publicly-traded, so long as Executive has no active participation in the Company, and that should the Executive violate or threaten to violate any of the provisions business of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the timepublicly-traded corporation.

Noncompetition; Nonsolicitation. (a) For a period of two four years from the Closing Date, each of the Sellers agrees not to engage, directly or indirectly, in the residential mortgage banking business in the United States (2the "Restricted Business") years after Executive receives Change without the consent of Control Benefits pursuant Purchaser; provided, however, that Sellers may originate residential mortgage loans as a part of the general banking business of Sterling in the manner that Sterling has heretofore originated such residential mortgage loans (it being understood and agreed that the Sellers shall not be authorized hereunder to establish any program to originate residential mortgages for the terms purpose of reselling such mortgages in the secondary mortgage market). Each of the Sellers has reviewed the provision of this AgreementSection 5.07 with legal counsel and acknowledge that the Purchaser would be irreparably injured by a violation of this Section, Executive that the provisions of this Section are reasonable and that the Purchaser could not be adequately compensated in damages for any such violation, in light of the sensitivity of the non-public knowledge of the Company and its Subsidiaries that the Sellers possess. Each of the Sellers agree that the Purchaser, in addition to any other remedies available to it for any breach or threatened breach of this Section, shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining Sellers from any such breach or threatened breach. (b) Notwithstanding Section 5.07(a), (i) each of the Sellers may, without the prior consent of the Purchaser, acquire a Person that operates a Restricted Business if Sellers divest, or enter into a definitive agreement to sell or otherwise divest, such portion of such Person's business that is a Restricted Business within six (6) months of such acquisition (even if after the fourth anniversary of the Closing) and (ii)Parent may sell all of its issued and outstanding capital stock to, or enter into a merger or consolidation with, a Person that operates a Restricted Business. (c) For a period of four years from the Closing Date, each of the Sellers agrees not to solicit for employment or hire any employee of the Company or any of its Subsidiaries who is working for the Company or any of its Subsidiaries as of the Closing. The restriction set forth in this Section 5.07(c) shall not apply to leave the service solicitation or hiring of any employee of the Company (i) who contacts the Sellers on his or her own initiative without any interest direct or indirect solicitation by or encouragement from the Sellers or their representatives, (ii) who contacted the Sellers in any Self-Storage Property response to a general advertisement, (other than any permissible interest acquired while Executive iii) who acts as a secretary, receptionist or administrative assistant or similar clerical capacity (but not including loan processors, underwriters, closers or persons carrying out similar functions) or as to whom Sellers have notified the Purchaser in writing that a Seller or one of its Affiliates intends to solicit or hire such employee who was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account or working for the account Company as of othersthe Closing and Purchaser consents to such solicitation or hiring in writing. Each of the Sellers agrees that the Purchaser, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in addition to any other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply remedies available to it for any Company employee during the period breach or threatened breach of such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that should the Executive violate or threaten to violate any of the provisions of such covenant, the Company, its successors or assignsthis Section, shall be entitled to obtain seek a temporary or permanent preliminary injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of temporary restraining order or other equivalent relief restraining Sellers from any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary breach or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the timethreatened breach.

Noncompetition; Nonsolicitation. For a period a. The Executive acknowledges that in the course of two (2) years after Executive receives Change his employment with the Company he has become familiar with the Company's Confidential Information and that his services are of Control Benefits pursuant special, unique and extraordinary value to the terms Company. The Executive agrees that from the date of this AgreementAgreement until the Noncompete Termination Date (as defined below) (the "NONCOMPETE PERIOD"), he shall not, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual business of the Company in the markets in which the Company actually does business, including but not limited to commercial lending and leasing, anywhere in the United States. Nothing contained in this Agreement shall prohibit the Executive from being a passive owner of the outstanding stock of any class of securities, so long as the Executive has no active direct or indirect participation in the business of the issuer. b. During the Noncompete Period, the Executive shall not solicit knowingly directly or indirectly (i) induce or attempt to induce any employee of the Company to leave the service employ of the Company, (ii) hire any person who was an employee of the Company or own at any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by time during the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account or for 12 month period preceding the account termination of others, either as an officer, director, promoter, employee, consultant, advisor, agent, managerthe Executive's employment, or in (iii) to induce any customer, broker, supplier, licensee, consultant or other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during the period business relation of such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment to cease doing business with the Company. The Executive agrees that damages at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to , (including, without limitation, by making any negative statements about the Company). c. If, and at the time of enforcement of this Section 2, a court shall hold that should the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope and/or area determined by the court to be reasonable under such circumstances shall be substituted for the stated duration, scope or area. d. In the event of a breach or a threatened breach by the Executive violate or threaten to violate of any of the provisions of such covenantthis Section 2 or Section 1 above, the Company, in addition and supplementary to other rights and remedies existing in its successors or assignsfavor, shall be entitled may apply to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having of law or equity of competent jurisdiction over the person and the subject matter, prohibiting for specific performance and/or injunctive or other relief in order to enforce or prevent any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability violations of the restricted covenant contained herein is in any way disputed at any time, provisions hereof (without posting a court bond or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the timesecurity).

Noncompetition; Nonsolicitation. (a) For a period of two (2) years after Executive receives Change the Date of Control Benefits pursuant to the terms of this AgreementTermination, Executive shall will not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account own, manage, operate, control or for participate in the account ownership, management, operation or control of others, either or be connected as an officer, employee, partner, director, promoter, employee, consultant, advisor, agent, managerconsultant or otherwise with, or have any financial interest in, any business which is in competition with the business conducted by the Company or its affiliates anywhere in the world where the Company or its affiliates does business. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. (b) For two years after the Date of Termination, the Executive will not, directly or indirectly, on behalf of the Executive or any other person or entity, solicit for employment or other commercial engagement any person employed by the Company or its affiliates as of the date of the solicitation or for the preceding six months. (c) During the Employment Period and at any time thereafter, Executive shall not, directly or indirectly, engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way the Company or its affiliates, or any products or services offered by any of these, nor shall he engage in any other capacity, engage in conduct or make any other statement that could be reasonably expected to impair the Self-Storage Business. The nonsolicitation provision shall apply to goodwill of any Company employee during the period of such Company employee's employment with the Company them. (i) Executive acknowledges and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation the restrictions contained in this Section 8 and in Section 7 above are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that irreparable injury will be suffered by the Company should the Executive violate or threaten to violate breach any of the provisions of such covenantthis Section 8 or Section 7 above. Executive represents and acknowledges that (1) Executive has been advised by the Company to consult Executive's own legal counsel in respect of this Agreement, (2) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive's counsel, and (3) the Company, its successors provisions of this Section 8 and Section 7 above are reasonable and these restrictions do not prevent Executive from earning a reasonable livelihood. (ii) Executive further acknowledges and agrees that a breach of any of the restrictions in this Section 8 or assigns, Section 7 above cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to obtain a temporary or preliminary and permanent injunctioninjunctive relief, without the necessity of proving actual damages, as appropriatewell as provable damages and an equitable accounting of all earnings, against the Executive in profits and other benefits arising from any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein this Section 8, or Section 7 above which rights shall be cumulative and in addition to any award other rights or remedies to which the Company may be entitled. In the event that any of damagesthe provisions of this Section 8 should ever be adjudicated to exceed the time, compensatorygeographic, exemplary service, or otherwiseother limitations permitted by applicable law in any jurisdiction, payable it is the intention of the parties that the provision shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by reason applicable law, that such amendment shall apply only within the jurisdiction of the court that made such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, adjudication and that the foregoing restrictive covenant provision otherwise be enforced to the maximum extent permitted by law. The time periods set forth above shall be tolled during any period of violation by the Executive. (iii) Executive irrevocably and unconditionally (1) agrees that any suit, action or other legal proceeding arising out of this Section 8 or Section 7 above, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief and other equitable relief, may be brought in the Court of Common Pleas of York County, Pennsylvania or if such court does not have jurisdiction or will not accept jurisdiction, in any respect inhibit his ability to earn a livelihood court of general jurisdiction in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only Pennsylvania, (2) consents to the extent necessary non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (3) waives any objection which Executive may have to protect the Company from unfair competition. The Company recognizeslaying of venue of any such suit, howeveraction or proceeding in any process, that reasonable people may differ pleadings, notices or other papers in making such a determination. Consequentlymanner permitted by the notice provisions of this Section 8. (e) In exchange for the covenants set forth in this Section 8, and provided the Executive is not terminated for Cause and does not leave other than for Good Reason, the Company agrees that if to pay to the scope or enforceability Executive a lump sum amount equal to ________ times the Executive's Annual Base Salary plus the Bonus Amount, within 30 days after the Date of Termination. (f) Any termination of the restricted covenant contained herein is in any way disputed at any timeExecutive's employment or of this Agreement shall have no effect on the continuing operation of this Section 8, a court or other trier of fact may modify and enforce the covenant Company shall be permitted to the extent that it believes to be reasonable assign its rights under the circumstances existing at the time.this Section

Noncompetition; Nonsolicitation. In consideration of the grant of the Option, the Optionee agrees as follows: (a) For a period of two (2) years after Executive receives Change of Control Benefits pursuant to the terms of this Agreement, Executive shall not solicit any employee termination of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during the period of such Company employeeOptionee's employment with the Company and for Cause or as a period result of 30 days a voluntary resignation, Optionee will not directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of or be connected as an officer, employee, partner, director, consultant or otherwise with, or have any financial interest in, any business which is in competition with the business conducted by the Company or its affiliates anywhere in the world where the Company or its affiliates does business. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. (b) For two years after such employee's the termination of the Optionee's employment with the Company. Company for Cause or as a result of a voluntary resignation, the Optionee will not, directly or indirectly, on behalf of the Optionee or any other person or entity, solicit for employment or other commercial engagement any person employed by the Company or its affiliates as of the date of the solicitation or for the preceding six months. (c) During the period the Optionee is employed by the Company and at any time thereafter, the Optionee shall not, directly or indirectly, engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way the Company or its affiliates, or any products or services offered by any of these, nor shall he engage in any other conduct or make any other statement that could be reasonably expected to impair the goodwill of any of them. (i) The Executive Optionee acknowledges and agrees that damages at law for violation the restrictions contained in this Section 10 are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that irreparable injury will be suffered by the Company should the Executive violate or threaten to violate Optionee breach any of the provisions of such covenantthis Section 10. The Optionee represents and acknowledges that (1) the Optionee has been advised by the Company to consult the Optionee's own legal counsel in respect of this Agreement, (2) the CompanyOptionee has had full opportunity, its successors or assignsprior to execution of this Agreement, to review thoroughly this Agreement with the Optionee's counsel, and (3) the provisions of this Section 10 are reasonable and these restrictions do not prevent the Optionee from earning a reasonable livelihood. (ii) The Optionee further acknowledges and agrees that a breach of any of the restrictions in this Section 10 cannot be adequately compensated by monetary damages. The Optionee agrees that the Company shall be entitled to obtain a temporary or preliminary and permanent injunctioninjunctive relief, without the necessity of proving actual damages, as appropriatewell as provable damages and an equitable accounting of all earnings, against the Executive in profits and other benefits arising from any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein this Section 10 which rights shall be cumulative and in addition to any award other rights or remedies to which the Company may be entitled. In the event that any of damagesthe provisions of this Section 10 should ever be adjudicated to exceed the time, compensatorygeographic, exemplary service, or otherwiseother limitations permitted by applicable law in any jurisdiction, payable it is the intention of the parties that the provision shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by reason applicable law, that such amendment shall apply only within the jurisdiction of the court that made such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, adjudication and that the foregoing restrictive covenant provision otherwise be enforced to the maximum extent permitted by law. The time periods set forth above shall be tolled during any period of violation by the Optionee. (iii) The Optionee irrevocably and unconditionally (1) agrees that any suit, action or other legal proceeding arising out of this Section 10, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief and other equitable relief, may be brought in the Court of Common Pleas of York County, Pennsylvania or if such court does not have jurisdiction or will not accept jurisdiction, in any respect inhibit his ability to earn a livelihood court of general jurisdiction in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only Pennsylvania, (2) consents to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making non-exclusive jurisdiction of any such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is court in any way disputed at such suit, action or proceeding, and (3) waives any timeobjection which the Optionee may have to the laying of venue of any such suit, a court action or proceeding in any process, pleadings, notices or other trier papers in a manner permitted by the notice provisions of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the timethis Section 10.

Noncompetition; Nonsolicitation. For a period of two (2) years after ------------------------------- Executive receives Change of Control Benefits pursuant to the terms of this Agreement, Executive shall not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during the period of such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that should the Executive violate or threaten to violate any of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the time.

Noncompetition; Nonsolicitation. In consideration of the grant of the stock, the Grantee agrees as follows: (a) For a period of two (2) years after Executive receives Change of Control Benefits pursuant to the terms of this Agreement, Executive shall not solicit any employee termination of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during the period of such Company employeeGrantee's employment with the Company and for Cause or as a period result of 30 days a voluntary resignation, Grantee will not directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of or be connected as an officer, employee, partner, director, consultant or otherwise with, or have any financial interest in, any business which is in competition with the business conducted by the Company or its affiliates anywhere in the world where the Company or its affiliates does business. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. (b) For two years after such employee's the termination of the Grantee's employment with the Company. Company for Cause or as a result of a voluntary resignation, the Grantee will not, directly or indirectly, on behalf of the Grantee or any other person or entity, solicit for employment or other commercial engagement any person employed by the Company or its affiliates as of the date of the solicitation or for the preceding six months. (c) During the period the Grantee is employed by the Company and at any time thereafter, the Grantee shall not, directly or indirectly, engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way the Company or its affiliates, or any products or services offered by any of these, nor shall he engage in any other conduct or make any other statement that could be reasonably expected to impair the goodwill of any of them. (i) The Executive Grantee acknowledges and agrees that damages at law for violation the restrictions contained in this Section 4 are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that irreparable injury will be suffered by the Company should the Executive violate or threaten to violate Grantee breach any of the provisions of such covenantthis Section 4. The Grantee represents and acknowledges that (1) the Grantee has been advised by the Company to consult the Grantee's own legal counsel in respect of this Agreement, (2) the CompanyGrantee has had full opportunity, its successors or assignsprior to execution of this Agreement, to review thoroughly this Agreement with the Grantee's counsel, and (3) the provisions of this Section 4 are reasonable and these restrictions do not prevent the Grantee from earning a reasonable livelihood. (ii) The Grantee further acknowledges and agrees that a breach of any of the restrictions in this Section 4 cannot be adequately compensated by monetary damages. The Grantee agrees that the Company shall be entitled to obtain a temporary or preliminary and permanent injunctioninjunctive relief, without the necessity of proving actual damages, as appropriatewell as provable damages and an equitable accounting of all earnings, against the Executive in profits and other benefits arising from any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein this Section 4 which rights shall be cumulative and in addition to any award other rights or remedies to which the Company may be entitled. In the event that any of damagesthe provisions of this Section 4 should ever be adjudicated to exceed the time, compensatorygeographic, exemplary service, or otherwiseother limitations permitted by applicable law in any jurisdiction, payable it is the intention of the parties that the provision shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by reason applicable law, that such amendment shall apply only within the jurisdiction of the court that made such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, adjudication and that the foregoing restrictive covenant provision otherwise be enforced to the maximum extent permitted by law. The time periods set forth above shall be tolled during any period of violation by the Grantee. (iii) The Grantee irrevocably and unconditionally (1) agrees that any suit, action or other legal proceeding arising out of this Section 4, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief and other equitable relief, may be brought in the Court of Common Pleas of York County, Pennsylvania or if such court does not have jurisdiction or will not accept jurisdiction, in any respect inhibit his ability to earn a livelihood court of general jurisdiction in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only Pennsylvania, (2) consents to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making non-exclusive jurisdiction of any such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is court in any way disputed at such suit, action or proceeding, and (3) waives any timeobjection which the Grantee may have to the laying of venue of any such suit, a court action or proceeding in any process, pleadings, notices or other trier papers in a manner permitted by the notice provisions of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the timethis Section 4.

Noncompetition; Nonsolicitation. (a) For a period of two (2) years after Executive receives Change the Date of Control Benefits pursuant to the terms of this AgreementTermination, Executive shall will not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account own, manage, operate, control or for participate in the account ownership, management, operation or control of others, either or be connected as an officer, employee, partner, director, promoter, employee, consultant, advisor, agent, managerconsultant or otherwise with, or have any financial interest in, any business which is in competition with the business conducted by the Company or its affiliates anywhere in the world where the Company or its affiliates does business. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. (b) For two years after the Date of Termination, the Executive will not, directly or indirectly, on behalf of the Executive or any other person or entity, solicit for employment or other commercial engagement any person employed by the Company or its affiliates as of the date of the solicitation or for the preceding six months. (c) During the Employment Period and at any time thereafter, Executive shall not, directly or indirectly, engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way the Company or its affiliates, or any products or services offered by any of these, nor shall he engage in any other capacity, engage in conduct or make any other statement that could be reasonably expected to impair the Self-Storage Business. The nonsolicitation provision shall apply to goodwill of any Company employee during the period of such Company employee's employment with the Company them. (d) (i) Executive acknowledges and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation the restrictions contained in this Section 8 and in Section 7 above are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that irreparable injury will be suffered by the Company should the Executive violate or threaten to violate breach any of the provisions of such covenantthis Section 8 or Section 7 above. Executive represents and acknowledges that (1) Executive has been advised by the Company to consult Executive’s own legal counsel in respect of this Agreement, (2) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s counsel, and (3) the Company, its successors provisions of this Section 8 and Section 7 above are reasonable and these restrictions do not prevent Executive from earning a reasonable livelihood. (ii) Executive further acknowledges and agrees that a breach of any of the restrictions in this Section 8 or assigns, Section 7 above cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to obtain a temporary or preliminary and permanent injunctioninjunctive relief, without the necessity of proving actual damages, as appropriatewell as provable damages and an equitable accounting of all earnings, against the Executive in profits and other benefits arising from any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein this Section 8, or Section 7 above which rights shall be cumulative and in addition to any award other rights or remedies to which the Company may be entitled. In the event that any of damagesthe provisions of this Section 8 should ever be adjudicated to exceed the time, compensatorygeographic, exemplary service, or otherwiseother limitations permitted by applicable law in any jurisdiction, payable it is the intention of the parties that the provision shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by reason applicable law, that such amendment shall apply only within the jurisdiction of the court that made such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, adjudication and that the foregoing restrictive covenant does not in any respect inhibit his ability provision otherwise be enforced to earn a livelihood in his chosen profession without violating the restrictive covenant contained hereinmaximum extent permitted by law. The Company time periods set forth above shall be tolled during any period of violation by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the time.

Noncompetition; Nonsolicitation. For a period (a) Consultant acknowledges that during the Consulting Period he will become familiar with trade secrets and other confidential information concerning the Xxxxxxxx Group and that his services will be of two (2) years after Executive receives Change of Control Benefits pursuant special, unique and extraordinary value to the terms of this Agreement, Executive Xxxxxxxx Group. (b) Consultant agrees that during the Consulting Period he shall not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partnermanner, shareholder or otherwise; or directly or indirectly, for his own account through any person, firm or for the account corporation, alone or as a member of others, either a partnership or as an officer, director, promoterstockholder, employeeinvestor or employee of or consultant to any other corporation or enterprise or otherwise, consultant, advisor, agent, managerengage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any other capacitybusiness, engage in which Consultant was involved or of which he has knowledge is being conducted by the Xxxxxxxx Group during the Consulting Period, in any geographic area in which the Xxxxxxxx Group is then conducting such business. Notwithstanding the provisions of this subparagraph 4(b) to the contrary, Consultant may act as a director, stockholder, investor or employee of or consultant to any corporation or enterprise with regard to the business or businesses referred to above with the prior written consent of Xxxxxxxx, such consent not to be unreasonably withheld. (c) Consultant further agrees that during the Consulting Period he shall not in any manner, directly or indirectly, induce or attempt to induce any employee of Xxxxxxxx Group to terminate or abandon his or her employment for any purpose whatsoever. (d) Nothing in this Paragraph 4 shall prohibit 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 (2%) of the outstanding stock of any class of a corporation, or any securities of which are publicly traded, so long as Consultant has no active participation in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during the period business of such Company employee's employment with corporation. (e) If, at any time of enforcement of this Paragraph 4,a court or an arbitrator holds that the Company 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 for a period of 30 days after such employee's termination of employment with that the Company. The Executive agrees that damages at law for violation of court or arbitrator shall be allowed to revise the restrictive covenant restrictions contained herein would to cover the maximum period, scope and area permitted by law. This Agreement shall not be an adequate authorize a court or proper remedy arbitrator to the Company, and that should the Executive violate increase or threaten to violate broaden any of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive restrictions in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the timeParagraph.

Noncompetition; Nonsolicitation. For (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment with the Company or any of its subsidiaries 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, affiliates and clients and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Full-Time Employment Period and for a period of two five years thereafter (2the "Noncompetition Period") years after Executive receives Change of Control Benefits pursuant to the terms of this Agreement, Executive he shall not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partnermanner, shareholder or otherwise; or directly or indirectly, for his own account through any person, firm or for the account corporation, alone or as a member of others, either a partnership or as an officer, director, promoterstockholder, employeeinvestor or employee of or consultant to any other corporation or enterprise or otherwise, consultant, advisor, agent, managerengage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any other capacitybusiness being conducted by the Company or any of its subsidiaries as of the termination of the Full-Time Employment Period in any geographic area in which the Company or any of its subsidiaries is then conducting such business. Within seven days following the termination of the Full-Time Employment Period, engage the Company shall deliver to the Executive a written description of the businesses being conducted by the Company and its subsidiaries as of the date of such termination and the respective geographic areas in which such businesses are then being conducted; provided, however, that if the SelfCompany shall fail to deliver such written description within such seven-Storage Businessday period, the Executive may deliver to the Company a written demand therefor and the Company shall have seven days following the delivery of such written demand to deliver such written description to the Executive. The nonsolicitation provision Executive shall apply to have no liability for any Company employee breach of the covenant contained in this Section 10(b) which may occur during the period commencing on the termination of the Full-Time Employment Period and ending on the date of the delivery of such Company employee's employment written description to the Executive, provided that the Executive shall have attempted in good faith to comply with such covenant during such period. Notwithstanding the foregoing, subsequent to the termination of the Full-Time 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 competitive with a business activity being conducted by the Company and for a period or any of 30 days after such employee's its subsidiaries at the time of termination of employment with the Company. The Full-Time Employment Period only if, at least 60 days prior to the commencement of such competitive activity, the Executive agrees that damages at law for violation of delivers to the restrictive covenant contained herein would not be an adequate or proper remedy Company a written release, in form and substance satisfactory to the Company, and that should releasing the Company from all further obligations to the Executive violate pursuant to this Agreement, pursuant to the Company's Directors Part-Time Employment Agreement, pursuant to any other agreement or threaten to violate arrangement with the Company or any subsidiary of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary Company or otherwise, payable by reason other than the right of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being to receive benefits under any compulsion to enter into retirement plan of the Company; and provided further, that nothing contained in this Section 10(b) shall release or otherwise affect the obligations of the Executive contained in Section 11 of this Agreement, and . (c) The Executive further agrees that during the foregoing restrictive covenant does Non competition Period he shall not (i) in any respect inhibit his ability manner, directly or indirectly, induce or attempt to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect induce any employee of the Company from unfair competition. The or any of its subsidiaries or affiliates to terminate or abandon his or her employment for any purpose whatsoever, or (ii) in connection with any business to which Section 10(b) applies, call on, service, solicit or otherwise do business with any client of the Company recognizesor any of its subsidiaries; provided, however, that reasonable people may differ the restriction contained in making such a determination. Consequentlyclause (i) of this Section 10(c) shall not apply to, or interfere with, the Company agrees that if proper performance by the scope Executive of his duties pursuant to Section 2 of this Agreement. (d) Nothing in this Section 10 shall prohibit the Executive from being (i) a stockholder in a mutual fund or enforceability a diversified investment company or (ii) a passive owner of not more than two percent of the restricted covenant contained herein is outstanding stock of any class of a corporation so long as the Executive has no active participation in any way disputed the business of such corporation. (e) If, at any timetime of enforcement of this Section 10, a court or other trier of fact may modify and enforce an arbitrator holds that the covenant to restrictions stated herein are unreasonable under circumstances then existing, the extent parties hereto agree that it believes to be the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the circumstances existing at stated period, scope or area and that the timecourt shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. For a period of two (2) years after -------------------------------- Executive receives Change of Control Benefits pursuant to the terms of this Agreement, Executive shall not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during the period of such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to the Company, and that should the Executive violate or threaten to violate any of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the time.

Noncompetition; Nonsolicitation. For (a) Each Seller Party agrees that for a period of two sixty (260) years after Executive receives Change months commencing on the Closing Date, such Seller Party shall not, and shall cause its subsidiaries not to, without the express written approval of Control Benefits pursuant to Buyer, (i) engage in the terms of this AgreementBusiness, Executive shall not (ii) solicit any employee Person who was during the 12-month period preceding the Closing a customer of the Company to leave Business, or (iii) solicit, request, advise or knowingly induce any Person who was during the service 12-month period preceding the Closing a customer, vendor (other than legal counsel and accountants), supplier, independent contractor or other business contact of the Company or own a Seller Subsidiary related to the Business or any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partner, shareholder or otherwise; or directly or indirectly, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, managerPurchased Asset, or who is a current or potential (as of the Closing Date) customer, vendor, supplier, independent contractor or other business contact of the Company or a Seller Subsidiary related to the Business or any Purchased Asset to cancel, curtail or otherwise adversely change its relationship with Buyer as owner of the Business. To the extent Buyer believes that a Seller Party is in breach of Section 6.10, Buyer will provide written notice to the Company of the operations of such Seller Party that Buyer believes constitute a violation of Section 6.10 and a period of 10 days following receipt of such notice to resolve such alleged breach (the “Resolution Period”). Such notice shall specify in reasonable detail the basis for Buyer’s belief that such breach has occurred. At least one member of the senior management of each of the parties, including each party’s legal and business representatives, shall meet and attempt in good faith to negotiate a resolution of such dispute during the Resolution Period. Each Seller Party shall ensure that its activities and the activities of its subsidiaries pursuant to and permitted by any other capacity, engage in agreement between the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during parties do not violate the period covenants and agreements of such Company employee's employment with the Company and in this Section 6.10. (b) Each Seller Party agrees that for a period of 30 days after sixty (60) months commencing on the Closing Date, such employee's termination of Seller Party shall not, and shall cause its subsidiaries not to, (i) hire or attempt to hire any Transferred Employee or solicit, induce, recruit or encourage (or attempt to solicit, induce, recruit or encourage) any Transferred Employee to leave or terminate their employment with Buyer. Notwithstanding the Company. The Executive agrees that damages at law for violation of the restrictive covenant contained herein would foregoing, it shall not be an adequate a breach of this paragraph for a Seller Party to (x) solicit Transferred Employees through, or proper remedy hire Transferred Employees who respond to, general advertisements in newspapers and/or other media of general circulation (including advertisements posted on the Internet), job fairs or other similar general solicitation, so long as they are not specifically directed towards such Transferred Employees, (y) engage any recruiting firm or similar third-party organization to identify or solicit persons for employment on such Seller Party’s behalf, which may result in the solicitation of any Transferred Employee who is identified by any such recruiting firm or organization, as long as such recruiting firm or organization is not instructed to target or contact any Transferred Employee or employees of Buyer or the Business generally, or (z) solicit or hire any Transferred Employee whose employment with Buyer or any of its subsidiaries has been terminated for at least 180 days (provided there was no breach of this paragraph or any other agreement with Purchaser with respect to such Transferred Employee prior to the Company, and that should the Executive violate commencement or threaten to violate any of the provisions expiration of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary or otherwise, payable by reason of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the time180-day period following termination).

Noncompetition; Nonsolicitation. For (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment with the Company or any of its subsidiaries 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, affiliates and clients and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Full-Time Employment Period and for a period of two five years thereafter (2the "Noncompetition Period") years after Executive receives Change of Control Benefits pursuant to the terms of this Agreement, Executive he shall not solicit any employee of the Company to leave the service of the Company or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by the Company) as partnermanner, shareholder or otherwise; or directly or indirectly, for his own account through any person, firm or for the account corporation, alone or as a member of others, either a partnership or as an officer, director, promoterstockholder, employeeinvestor or employee of or consultant to any other corporation or enterprise or otherwise, consultant, advisor, agent, managerengage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any other capacitybusiness being conducted by the Company or any of its subsidiaries as of the termination of the Full-Time Employment Period in any geographic area in which the Company or any of its subsidiaries is then conducting such business. Within seven days following the termination of the Full-Time Employment Period, engage the Company shall deliver to the Executive a written description of the businesses being conducted by the Company and its subsidiaries as of the date of such termination and the respective geographic areas in which such businesses are then being conducted; provided, however, that if the SelfCompany shall fail to deliver such written description within such seven-Storage Businessday period, the Executive may deliver to the Company a written demand therefor and the Company shall have seven days following the delivery of such written demand to deliver such written description to the Executive. The nonsolicitation provision Executive shall apply to have no liability for any Company employee breach of the covenant contained in this Section 10(b) which may occur during the period commencing on the termination of the Full-Time Employment Period and ending on the date of the delivery of such Company employee's employment written description to the Executive, provided that the Executive shall have attempted in good faith to comply with such covenant during such period. Notwithstanding the foregoing, subsequent to the termination of the Full-Time 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 competitive with a business activity being conducted by the Company and for a period or any of 30 days after such employee's its subsidiaries at the time of termination of employment with the Company. The Full-Time Employment Period only if, at least 60 days prior to the commencement of such competitive activity, the Executive agrees that damages at law for violation of delivers to the restrictive covenant contained herein would not be an adequate or proper remedy Company a written release, in form and substance satisfactory to the Company, and that should releasing the Company from all further obligations to the Executive violate pursuant to this Agreement, pursuant to the Company's Directors Part-Time Employment Agreement, pursuant to any other agreement or threaten to violate arrangement with the Company or any subsidiary of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award of damages, compensatory, exemplary Company or otherwise, payable by reason other than the right of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being to receive benefits under any compulsion to enter into retirement plan of the Company; and provided further, that nothing contained in this Section 10(b) shall release or otherwise affect the obligations of the Executive contained in Section 11 of this Agreement, and . (c) The Executive further agrees that during the foregoing restrictive covenant does Non-competition Period he shall not (i) in any respect inhibit his ability manner, directly or indirectly, induce or attempt to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect induce any employee of the Company from unfair competition. The or any of its subsidiaries or affiliates to terminate or abandon his or her employment for any purpose whatsoever, or (ii) in connection with any business to which Section 10(b) applies, call on, service, solicit or otherwise do business with any client of the Company recognizesor any of its subsidiaries; provided, however, that reasonable people may differ the restriction contained in making such a determination. Consequentlyclause (i) of this Section 10(c) shall not apply to, or interfere with, the Company agrees that if proper performance by the scope Executive of his duties pursuant to Section 2 of this Agreement. (d) Nothing in this Section 10 shall prohibit the Executive from being (i) a stockholder in a mutual fund or enforceability a diversified investment company or (ii) a passive owner of not more than two percent of the restricted covenant contained herein is outstanding stock of any class of a corporation so long as the Executive has no active participation in any way disputed the business of such corporation. (e) If, at any timetime of enforcement of this Section 10, a court or other trier of fact may modify and enforce an arbitrator holds that the covenant to restrictions stated herein are unreasonable under circumstances then existing, the extent parties hereto agree that it believes to be the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the circumstances existing at stated period, scope or area and that the timecourt shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition; Nonsolicitation. For By signing this employment offer letter, you are acknowledging that the nature of the Company's business is such that if you were to become employed by, or substantially involved in, the business of a period competitor of two (2) years after Executive receives Change the Company during the 12 months following the termination of Control Benefits pursuant your employment with the Company, it would be very difficult for you not to rely on or use the terms of this Agreement, Executive Company's trade secrets and confidential information. You agree that you shall not solicit directly or indirectly engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in or participation in the financing, operation, management or control of, any person, firm, corporation or business that competes with the Company or is a customer of the Company during the 12 months following the termination of your employment with the Company. Furthermore, you also agree that during the 12 months following the termination of your employment with the Company for any reason, you shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, or hire any employee of the Company or cause an employee to leave his or her employment either for you or for any other entity or person. In addition, you represent that you are familiar with the service foregoing covenants not to compete and not to solicit and are fully aware of your obligations hereunder, including, without limitation, the reasonableness of the Company length of time, scope and geographic coverage of these covenants. You also agree that it would be impossible or own any interest in any Self-Storage Property (other than any permissible interest acquired while Executive was employed by inadequate to measure and calculate the Company) as partner's damages from any breach of the covenants with respect to your agreements not to compete and not to solicit. Accordingly, shareholder or otherwise; or directly or indirectlyyou agree that if you breach such covenants, for his own account or for the account of others, either as an officer, director, promoter, employee, consultant, advisor, agent, manager, or in any other capacity, engage in the Self-Storage Business. The nonsolicitation provision shall apply to any Company employee during the period of such Company employee's employment with the Company and for a period of 30 days after such employee's termination of employment with the Company. The Executive agrees that damages at law for violation of the restrictive covenant contained herein would not be an adequate or proper remedy to the Companywill have available, and that should the Executive violate or threaten to violate any of the provisions of such covenant, the Company, its successors or assigns, shall be entitled to obtain a temporary or permanent injunction, as appropriate, against the Executive in any court having jurisdiction over the person and the subject matter, prohibiting any further violation of any such covenants. The injunctive relief provided herein shall be in addition to any award other right or remedy otherwise available, the right to obtain an injunction from a court of damagescompetent jurisdiction restraining such breach or threatened breach and to specific performance of any such provisions, compensatoryand you further agree that no bond or other security shall be required in obtaining such equitable relief, exemplary or otherwise, payable by reason nor will proof of actual damages be required for such equitable relief. You also expressly consent to the issuance of such violation. Furthermore, the Executive acknowledges that this Agreement has been negotiated at arms' length by the parties, neither being under any compulsion to enter into this Agreement, injunction and that the foregoing restrictive covenant does not in any respect inhibit his ability to earn a livelihood in his chosen profession without violating the restrictive covenant contained herein. The Company by this Agreement has attempted to limit the Executive's right to compete only to the extent necessary to protect the Company from unfair competition. The Company recognizes, however, that reasonable people may differ in making ordering of such a determination. Consequently, the Company agrees that if the scope or enforceability of the restricted covenant contained herein is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances existing at the timespecific performance.