Common use of Noncompetition; Nonsolicitation Clause in Contracts

Noncompetition; Nonsolicitation. 7.1. If the Executive’s employment is terminated for Disability or for Cause, pursuant to Section 4.1 or 4.3 hereof, respectively, or if the Executive resigns, pursuant to Section 5.6 hereof, during the Employment Term and for a period of twelve (12) months following the date of the termination of the Executive’s employment with EDGEN, or for a period of twelve (12) months following the date of receipt of the last payment by the Executive of any payment made pursuant to any part of Section 5, whichever is longer, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto) [Need to confirm Schedule B remains accurate] where Parent and/or EDGEN is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated pursuant to Section 4.1 or 4.3 hereof, or resigns, pursuant to Section 5.6 hereof, and he will not, either personally or by his agent or by letters, circulars or advertisements, whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected) directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.2. If the Executive’s employment is terminated without Cause pursuant to Section 4.4 of this Agreement, and provided that EDGEN (pursuant to Section 5.4 of this Agreement) pays Executive the Annual Base Salary as set forth in Section 3.1 and the employment benefits set forth in Section 3.3(b) hereof in effect at the time of termination of employment (but only to the extent permitted by such policies or plans, or as otherwise required by law) in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due (the “Post-termination Benefits”), the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto), where EDGEN is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated hereunder for a period of twelve (12) months from the date of the termination (the “Initial Period of Noncompetition”). EDGEN will have the option of extending the Period of Noncompetition for an additional consecutive twelve (12) months (the “Extended Period of Noncompetition”) upon giving written notice to the Executive at least one hundred and twenty (120) days before expiration of the Initial Period of Noncompetition. During the Extended Period of Noncompetition, EDGEN shall pay the Executive the Annual Base Salary and the Post-termination Benefits, in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due, for the entire Extended Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and the Post-termination Benefits called for herein, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.4 of this Agreement. If the Executives employment is terminated pursuant to Section 4.4 (voluntary termination by EDGEN) hereof, and upon condition that the Annual Base Salary and Post-termination Benefits are paid for the period designated, the Executive further agrees he will not during the Period of Noncompetition or the Extended Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.3. If the Executive’s employment is terminated due to the Change of Control of Parent pursuant to Section 4.5 of this Agreement or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B annexed hereto), where EDGEN is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated hereunder for a period of twelve (12) months from the date of the termination (the “Change of Control Period of Noncompetition”). EDGEN shall pay the Executive the Annual Base Salary and Post-termination Benefits for the entire Change of Control Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and Post-termination Benefits, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.5 of this Agreement. 7.4. If the Executive’s employment is terminated pursuant to Section 4.5 hereof or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive further agrees he will not during the Change of Control Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within twenty-four (24) months prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.5. The Executive agrees that, at all times from after the Effective Date hereof and for a period of two (2) years following the date of the termination of his employment with Parent or EDGEN for any reason whatsoever, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, (i) seek to persuade any Executive of Parent or any of its Affiliates, subsidiaries or divisions to discontinue his or her status or employment therewith or to become employed or to provide consulting or contract services in a business or activities likely to be competitive with the Business; or (ii) solicit, employ or engage any such person at any time following the date of cessation of employment of such person with the Parent or any of its Affiliates.

Noncompetition; Nonsolicitation. 7.1. If the Executive’s employment is terminated for Disability or for Cause, pursuant to Section 4.1 or 4.3 hereof, respectively, or if the (a) The Executive resigns, pursuant to Section 5.6 hereofagrees that, during the Employment Term and for the period during which the Executive receives compensation pursuant to Section 5.4 hereof (to the extent applicable), whichever is greater (such period being referred to herein as the “Initial Noncompete Period”) (A) the Executive will not own or control any business that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area where the Company is engaged in the sale and/or distribution of the Products (a period of twelve (12“Competing Business”) months following on the date of the termination of the Executive’s employment with EDGENis terminated hereunder, or for a period including, without limitation, the State of twelve Texas and each and every parish throughout the State of Louisiana specified on Schedule B hereto, (12B) months following the date of receipt of the last payment by the Executive of any payment made pursuant to any part of Section 5, whichever is longer, the Executive agrees he will not, directly or indirectly, whether for himself or on behalf of any other person (or affiliate), engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest (whether as a stockholder, director, officer, partner, consultant, proprietor, agent or otherwise) in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto) [Need to confirm Schedule B remains accurate] where Parent and/or EDGEN the Company is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated pursuant to Section 4.1 or 4.3 hereofhereunder, including, without limitation, the State of Texas and each and every parish throughout the State of Louisiana specified on Schedule B hereto, or resigns, pursuant to Section 5.6 hereof, and he (C) the Executive will not, either personally or by his agent or by letters, circulars or advertisements, whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected) directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.2. If the Executive’s employment is terminated without Cause pursuant to Section 4.4 of this Agreement, and provided that EDGEN (pursuant to Section 5.4 of this Agreement) pays Executive the Annual Base Salary as set forth in Section 3.1 and the employment benefits set forth in Section 3.3(b) hereof in effect at the time of termination of employment (but only to the extent permitted by such policies or plans, or as otherwise required by law) in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due (the “Post-termination Benefits”), the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto), where EDGEN is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated hereunder for a period of twelve (12) months from the date of the termination (the “Initial Period of Noncompetition”). EDGEN will have the option of extending the Period of Noncompetition for an additional consecutive twelve (12) months (the “Extended Period of Noncompetition”) upon giving written notice to the Executive at least one hundred and twenty (120) days before expiration of the Initial Period of Noncompetition. During the Extended Period of Noncompetition, EDGEN shall pay the Executive the Annual Base Salary and the Post-termination Benefits, in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due, for the entire Extended Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and the Post-termination Benefits called for herein, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.4 of this Agreement. If the Executives employment is terminated pursuant to Section 4.4 (voluntary termination by EDGEN) hereof, and upon condition that the Annual Base Salary and Post-termination Benefits are paid for the period designated, the Executive further agrees he will not during the Period of Noncompetition or the Extended Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of the Parent or any of its Affiliates. 7.3, subsidiaries or divisions. If the Executive’s employment It is terminated due to the Change of Control of Parent pursuant to Section 4.5 agreed that for purposes of this Agreement or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B annexed hereto7(a), where EDGEN a Competing Enterprise is engaged only a business entity in which the sale and/or distribution of the Products on constitutes more than 5% of that business and/or entity’s overall business revenues, and only such a Competing Enterprise shall be considered to “in any significant manner compete with” Parent or its Affiliates. Notwithstanding the date foregoing, the Executive’s employment is terminated hereunder for ownership of securities of a period public company engaged in competition with the Company not in excess of twelve (12) months from the date 5% of any class of such securities shall not be considered a breach of the termination (the “Change of Control Period of Noncompetition”). EDGEN shall pay the Executive the Annual Base Salary and Post-termination Benefits for the entire Change of Control Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and Post-termination Benefits, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of covenants set forth in this Agreement, including but not limited to payments and benefits due under Section 5.5 of this Agreement7(a) above. 7.4. If the Executive’s employment is terminated pursuant to Section 4.5 hereof or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreementb) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive further agrees he will not during the Change of Control Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within twenty-four (24) months prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.5. The Executive agrees that, at all times from after the Effective Date hereof and for (i) a period of two twelve (212) years months following the date of the termination of his the Executive’s employment with Parent and the Company, or EDGEN for any reason whatsoever(ii) the period during which the Executive receives compensation pursuant to Section 5.4 hereof (to the extent applicable), whichever is greater, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, (iA) seek to persuade any Executive employee of Parent or any of its Affiliates, subsidiaries or divisions to discontinue his or her status or employment therewith or seek to persuade any employee or former employee to become employed or to provide consulting or contract services in a business or activities likely to be competitive with the Business; or (iiB) solicit, employ or engage directly or indirectly cause to be solicited or employed, or engage, directly or indirectly, the services of any such person at any time following the date employee or former employee of cessation of employment of such person with the Parent or any of its Affiliates. (c) Notwithstanding anything to the contrary contained herein, the Initial Non-Compete Period referred to in Sections 7(a) and (b) above may be extended for two (2) successive periods of one (1) year each following the expiration of the Initial Non-Compete Period and the restrictions set forth in Section 7(a) and (b) above shall remain in full force and effect until the expiration of such additional one-year period(s), at the Company’s option. Should the Company elect to extend the Initial Non-Compete Period (or any subsequent one-year period) pursuant hereto, the Company shall provide the Executive with written notice of such extension at least ninety (90) days prior to the expiration of each of the Initial Non-Compete Period, the first and the second one-year periods following such Initial Non-Compete Period, as the case may be; provided that it is understood and agreed that the Company’s right to extend for the second one-year period is dependent on the Company having extended for the first one-year period as provided herein. In the event the Company elects to extend the Initial Non-Compete Period (or any subsequent one-year period) pursuant hereto, the Company shall pay the Executive, in consideration of the agreements of the Executive not to compete with the Parent and any of its respective Affiliates until the expiration of such extended one-year period(s), the Annual Base Salary (as in effect during the year of termination of the Executive’s employment) in respect of each such additional one-year period, payable in accordance with the Company’s customary payroll practices.

Noncompetition; Nonsolicitation. 7.1. 7.1 If the Executive’s employment is terminated for Disability or for Cause, pursuant to Section 4.1 or 4.3 hereof4.1, respectively, or if the Executive resigns, for Cause pursuant to Section 5.6 hereof4.3, by the Executive due to retirement pursuant to Section 4.7, in connection with the non-renewal of the Agreement pursuant to Section 4.8, or by the Executive due to a voluntary resignation (other than for Good Reason), then during (i) the Employment Term and (ii) for a period of twelve (12) months immediately following the date of the termination of the Executive’s employment with EDGEN, or for a period of twelve (12) months immediately following the date of receipt of the last payment by the Executive of any payment made pursuant to any part of Section 5, whichever is longer, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B A attached hereto) [Need to confirm Schedule B remains accurate] hereto or where Parent and/or EDGEN or any of its Affiliates is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated pursuant to Section 4.1 or 4.3 hereof, or resigns, pursuant to Section 5.6 hereof(the “Restricted Area”), and he will not, within the Restricted Area, either personally or by his agent or by letters, circulars or advertisements, whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected) directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of EDGEN, the Parent or any of its their Affiliates. 7.2. 7.2 If the Executive’s employment is terminated without Cause pursuant to Section 4.4 of this Agreementor by the Executive for Good Reason pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.4 of this Agreement) pays Executive the Annual Base Salary as set forth in Section 3.1 and the employment benefits set forth in Section 3.3(b) hereof in effect at the time of termination of employment (but only to the extent permitted by such policies or plans, or as otherwise required by law) Severance Package in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due (the “Post-termination Benefits”)Section 5.4, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto)the Restricted Area, where EDGEN is engaged in during the sale and/or distribution of the Products on the date the Executive’s employment is terminated hereunder for a period of twelve (12) months from the date of the termination Severance Period (the “Initial Period of Noncompetition”). EDGEN will have the option of extending the Initial Period of Noncompetition for an additional six (6) consecutive twelve (12) months (the “Extended Period of Noncompetition”) upon giving written notice to the Executive at least one hundred and twenty (120) days before expiration of the Initial Period of Noncompetition, and, upon giving written notice to the Executive at least one hundred and twenty days before the expiration of such six (6) month period, EDGEN will have the further option of extending the Initial Period of Noncompetition for an additional consecutive six (6) months (for a total of twelve (12) months) (collectively, the “Extended Period of Noncompetition”). In no event shall the period of time comprised by the Initial Period of Noncompetition and the Extended Period of Noncompetition exceed twenty-four (24) months. During the Extended Period of Noncompetition, EDGEN shall continue to pay the Executive the Annual Base Salary payments described in Sections 5.4(a) and the Post-termination Benefits, (b) in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due, for the entire Extended Period of Noncompetitionpractices. In the event that EDGEN fails to pay the Annual Base Salary and the Post-termination Benefits called for hereinSeverance Package, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.4 of this Agreement5.4. If the Executives Executive’s employment is terminated without Cause pursuant to Section 4.4 (voluntary termination or by EDGEN) hereofthe Executive for Good Reason pursuant to Section 4.6, and upon condition provided that that EDGEN pays Executive the Annual Base Salary and Post-termination Benefits are paid for the period designatedSeverance Package in accordance with Section 5.4, the Executive further agrees he will not during the Initial Period of Noncompetition (or the any Extended Period of Noncompetition, if applicable), either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, within the Restricted Area, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of EDGEN, the Parent or any of its their Affiliates. 7.3. 7.3 If the Executive’s employment is terminated due to the in conjunction with a Change of Control of Parent pursuant to Section 4.5 of this Agreement or if the Executive resigns his position due to the Change in Control pursuant to Section 4.64.5, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary payments and Post-benefits set forth in Section 5.5, then for a period of twelve (12) months immediately following the date of the termination Benefits to of the extent applicableExecutive’s employment with EDGEN, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B annexed hereto), where EDGEN is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated hereunder for a period of twelve (12) months from the date of the termination (the “Change of Control Period of Noncompetition”). EDGEN shall pay the Executive the Annual Base Salary and Post-termination Benefits for the entire Change of Control Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and Post-termination Benefits, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.5 of this Agreement. 7.4. If the Executive’s employment is terminated pursuant to Section 4.5 hereof or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6Restricted Area, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive further agrees he will not during not, within the Change of Control Period of NoncompetitionRestricted Area, either personally or by his agent or by letters, circulars, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), ) directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within twenty-four two (242) months years prior to the date of such action been a customer or supplier of EDGEN, the Parent or any of its their Affiliates. 7.5. 7.4 The Executive agrees that, at all times from after the Effective Date hereof and for a period of two (2) years immediately following the date of the termination of his employment with Parent or EDGEN for any reason whatsoever, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, (i) seek to persuade any Executive employee of EDGEN, the Parent or any of its their Affiliates, subsidiaries or divisions to discontinue his or her status or employment therewith or to become employed or to provide consulting or contract services in a business or activities likely to be competitive with the Business; Business (provided, however, that the foregoing shall not be construed to prevent Executive from engaging in generic non-targeted advertising for employees generally). During such period, Executive shall not hire, whether for himself or on behalf of any other person, company, firm or other entity, (iii) solicitany employee of EDGEN, employ or engage any such person at any time following the date of cessation of employment of such person with the Parent or any of its their Affiliates, subsidiaries or divisions or (ii) any person who was employed by EDGEN, the Parent or any of their Affiliates, subsidiaries or divisions within 90 days of such hiring.

Noncompetition; Nonsolicitation. 7.1. If the Executive’s employment is terminated for Disability or for Cause, pursuant to Section 4.1 or 4.3 hereof, respectively, or if the The Executive resigns, pursuant to Section 5.6 hereof, agrees that: (a) during the Employment Term and for a period of twelve (12) months following the date of the termination of the Executive’s employment with EDGENthe Company, whether or for a period of twelve not under this Agreement, and thereafter during the Noncompetition Period (12) months following the date of receipt of the last payment by the Executive of any payment made pursuant to any part of Section 5, whichever is longeras hereinafter defined), the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing individually or as a consultant to, control or participate in the ownershipan employee, management or control of, or be connected as an officer, employeedirector, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, directormember or other owner or participant in any business entity other than the Company, or otherwise with, or have any financial interest in, or aid engage in or assist anyone else any other person or entity to engage in any business which competes with any business in which the Company is then engaging anywhere in the conduct of, any USA or the world where the Company does business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area . (as designated in Schedule B attached heretob) [Need to confirm Schedule B remains accurate] where Parent and/or EDGEN is engaged in the sale and/or distribution of the Products on the date during the Executive’s employment is terminated pursuant to Section 4.1 or 4.3 hereof, or resigns, pursuant to Section 5.6 hereof, and he will not, either personally or by his agent or by letters, circulars or advertisementswith the Company, whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected) directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.2. If the Executive’s employment is terminated without Cause pursuant to Section 4.4 of not under this Agreement, and provided that EDGEN (pursuant to Section 5.4 of this Agreement) pays Executive thereafter during the Annual Base Salary as set forth in Section 3.1 and the employment benefits set forth in Section 3.3(b) hereof in effect at the time of termination of employment (but only to the extent permitted by such policies or plans, or as otherwise required by law) in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due (the “Post-termination Benefits”)Noncompetition Period, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing individually or as a consultant to, control or participate in the ownershipan employee, management or control of, or be connected as an officer, employeedirector, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, directormember or other owner or participant in any business entity, offer employment or any consulting arrangement to, hire, or otherwise interfere with the business relationship of the Company with, any person or have any financial interest inentity who is, or aid was within the six month period immediately prior thereto, employed by, associated with or assist anyone else in a consultant to the conduct ofCompany. (c) during the Executive’s employment with the Company, any businesswhether or not under this Agreement, that competesand thereafter during the Noncompetition Period, the Executive will not, directly or indirectly, individually or as a consultant to, or an employee, officer, director, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, member or other owner or participant in any business entity, solicit away from the Company or endeavor to entice away from the Company, or otherwise interfere with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto), where EDGEN is engaged in the sale and/or distribution business relationship of the Products on Company with, any person or entity who is, or was within the date six month period immediately prior thereto, a customer, dealer, distributor or client of, supplier, vendor or service provider to the Executive’s employment is terminated hereunder for a period of twelve Company. (12d) As used herein, “Noncompetition Period” means 12 months from the date of the termination (of Executive’s employment with the “Initial Period of Noncompetition”). EDGEN will have Company, provided, however, that such period shall only be 6 months if the option of extending the Period of Noncompetition for an additional consecutive twelve (12) months (the “Extended Period of Noncompetition”) upon giving written notice to the Executive at least one hundred and twenty (120) days before expiration of the Initial Period of Noncompetition. During the Extended Period of Noncompetition, EDGEN shall pay the Executive the Annual Base Salary and the Post-termination Benefits, in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due, for the entire Extended Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and the Post-termination Benefits called for herein, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.4 of this Agreement. If the Executives employment is terminated pursuant to Section 4.4 (voluntary termination by EDGEN) hereof, and upon condition that the Annual Base Salary and Post-termination Benefits are paid for the period designated, the Executive further agrees he will not during the Period of Noncompetition or the Extended Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.3. If Company terminates the Executive’s employment is terminated due to the Change of Control of Parent pursuant to Section 4.5 of this Agreement without Cause or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B annexed hereto), where EDGEN is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated hereunder for a period of twelve (12) months from the date of the termination (the “Change of Control Period of Noncompetition”). EDGEN shall pay the Executive the Annual Base Salary and Post-termination Benefits for the entire Change of Control Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and Post-termination Benefits, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.5 of this Agreement. 7.4. If the Executive’s employment is terminated pursuant to Section 4.5 hereof or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive further agrees he will not during the Change of Control Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within twenty-four (24) months prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.5. The Executive agrees that, at all times from after the Effective Date hereof and for a period of two (2) years following the date of the termination of terminates his employment with Parent or EDGEN for any reason whatsoever, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, (i) seek to persuade any Executive of Parent or any of its Affiliates, subsidiaries or divisions to discontinue his or her status or employment therewith or to become employed or to provide consulting or contract services in a business or activities likely to be competitive with the Business; or (ii) solicit, employ or engage any such person at any time following the date of cessation of employment of such person with the Parent or any of its AffiliatesGood Reason.

Noncompetition; Nonsolicitation. 7.1. If the Executive’s employment is terminated for Disability or for Cause, pursuant to Section 4.1 or 4.3 hereof, respectively, or if the (a) The Executive resigns, pursuant to Section 5.6 hereofagrees that, during the Employment Term and for a the period of twelve (12) months following the date of the termination of the Executive’s employment with EDGEN, or for a period of twelve (12) months following the date of receipt of the last payment by during which the Executive of any payment made receives compensation pursuant to any part of Section 55.4 hereof (to the extent applicable), whichever is longergreater (such period being referred to herein as the "Initial Noncompete Period") (A) the Executive will not own or control any business that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area where the Company is engaged in the sale and/or distribution of the Products (a "Competing Business") on the date the Executive's employment is terminated hereunder, including, without limitation, the State of Texas and each and every parish throughout the State of Louisiana specified on Schedule B hereto, (B) the Executive agrees he will not, directly or indirectly, whether for himself or on behalf of any other person (or affiliate), engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest (whether as a stockholder, director, officer, partner, consultant, proprietor, agent or otherwise) in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto) [Need to confirm Schedule B remains accurate] where Parent and/or EDGEN the Company is engaged in the sale and/or distribution of the Products on the date the Executive’s 's employment is terminated pursuant to Section 4.1 or 4.3 hereofhereunder, including, without limitation, the State of Texas and each and every parish throughout the State of Louisiana specified on Schedule B hereto, or resigns, pursuant to Section 5.6 hereof, and he (C) the Executive will not, either personally or by his agent or by letters, circulars or advertisements, whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected) directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.2. If the Executive’s employment is terminated without Cause pursuant to Section 4.4 of this Agreement, and provided that EDGEN (pursuant to Section 5.4 of this Agreement) pays Executive the Annual Base Salary as set forth in Section 3.1 and the employment benefits set forth in Section 3.3(b) hereof in effect at the time of termination of employment (but only to the extent permitted by such policies or plans, or as otherwise required by law) in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due (the “Post-termination Benefits”), the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto), where EDGEN is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated hereunder for a period of twelve (12) months from the date of the termination (the “Initial Period of Noncompetition”). EDGEN will have the option of extending the Period of Noncompetition for an additional consecutive twelve (12) months (the “Extended Period of Noncompetition”) upon giving written notice to the Executive at least one hundred and twenty (120) days before expiration of the Initial Period of Noncompetition. During the Extended Period of Noncompetition, EDGEN shall pay the Executive the Annual Base Salary and the Post-termination Benefits, in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due, for the entire Extended Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and the Post-termination Benefits called for herein, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.4 of this Agreement. If the Executives employment is terminated pursuant to Section 4.4 (voluntary termination by EDGEN) hereof, and upon condition that the Annual Base Salary and Post-termination Benefits are paid for the period designated, the Executive further agrees he will not during the Period of Noncompetition or the Extended Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of the Parent or any of its Affiliates. 7.3, subsidiaries or divisions. If the Executive’s employment It is terminated due to the Change of Control of Parent pursuant to Section 4.5 agreed that for purposes of this Agreement or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B annexed hereto7(a), where EDGEN a Competing Enterprise is engaged only a business entity in which the sale and/or distribution of the Products on constitutes more than 5% of that business and/or entity's overall business revenues, and only such a Competing Enterprise shall be considered to "in any significant manner compete with" Parent or its Affiliates. Notwithstanding the date foregoing, the Executive’s employment is terminated hereunder for 's ownership of securities of a period public company engaged in competition with the Company not in excess of twelve (12) months from the date 5% of any class of such securities shall not be considered a breach of the termination (the “Change of Control Period of Noncompetition”). EDGEN shall pay the Executive the Annual Base Salary and Post-termination Benefits for the entire Change of Control Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and Post-termination Benefits, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of covenants set forth in this Agreement, including but not limited to payments and benefits due under Section 5.5 of this Agreement7(a) above. 7.4. If the Executive’s employment is terminated pursuant to Section 4.5 hereof or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreementb) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive further agrees he will not during the Change of Control Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within twenty-four (24) months prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.5. The Executive agrees that, at all times from after the Effective Date hereof and for (i) a period of two twelve (212) years months following the date of the termination of his the Executive's employment with Parent and the Company, or EDGEN for any reason whatsoever(ii) the period during which the Executive receives compensation pursuant to Section 5.4 hereof (to the extent applicable), whichever is greater, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, (iA) seek to persuade any Executive employee of Parent or any of its Affiliates, subsidiaries or divisions to discontinue his or her status or employment therewith or seek to persuade any employee or former employee to become employed or to provide consulting or contract services in a business or activities likely to be competitive with the Business; or (iiB) solicit, employ or engage directly or indirectly cause to be solicited or employed, or engage, directly or indirectly, the services of any such person at any time following the date employee or former employee of cessation of employment of such person with the Parent or any of its Affiliates. (c) Notwithstanding anything to the contrary contained herein, the Initial Non-Compete Period referred to in Sections 7(a) and (b) above may be extended for two (2) successive periods of one (1) year each following the expiration of the Initial Non-Compete Period and the restrictions set forth in Section 7(a) and (b) above shall remain in full force and effect until the expiration of such additional one-year period(s), at the Company's option. Should the Company elect to extend the Initial Non-Compete Period (or any subsequent one-year period) pursuant hereto, the Company shall provide the Executive with written notice of such extension at least ninety (90) days prior to the expiration of each of the Initial Non-Compete Period, the first and the second one-year periods following such Initial Non-Compete Period, as the case may be; provided that it is understood and agreed that the Company's right to extend for the second one-year period is dependent on the Company having extended for the first one-year period as provided herein. In the event the Company elects to extend the Initial Non-Compete Period (or any subsequent one-year period) pursuant hereto, the Company shall pay the Executive, in consideration of the agreements of the Executive not to compete with the Parent and any of its respective Affiliates until the expiration of such extended one-year period(s), the Annual Base Salary (as in effect during the year of termination of the Executive's employment) in respect of each such additional one-year period, payable in accordance with the Company's customary payroll practices.

Noncompetition; Nonsolicitation. 7.1. If The Executive acknowledges and recognizes (i) the Executive’s employment is terminated for Disability or for Causehighly competitive nature of the business of the Company, pursuant (ii) the importance to Section 4.1 or 4.3 hereof, respectively, or if the Company of the Confidential Business Information and Trade Secrets (as defined herein) to which the Executive resignshas had access, pursuant (iii) the importance to Section 5.6 hereof, during the Employment Term and for a period of twelve (12) months following the date Company of the termination knowledge and experience possessed by it relating to the requirements and terms of doing business with existing or potential licensors, licensees, designers, suppliers and customers and methods of doing business, and (iv) the Executive’s employment with EDGEN, or for a period position of twelve (12) months following the date of receipt of the last payment by responsibility which the Executive of any payment made pursuant to any part of Section 5, whichever is longerhas held with the Company. Accordingly, the Executive agrees that he will not, directly or indirectly, at any time during the period from the Separation Date until December 31, 2011: (x) engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that business which then competes, directly or indirectly, with the Business business then conducted or is otherwise engaged in activities competitive with licensed by the Business, in each and every area (as designated in Schedule B attached hereto) [Need to confirm Schedule B remains accurate] where Parent and/or EDGEN is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated pursuant to Section 4.1 or 4.3 hereof, or resigns, pursuant to Section 5.6 hereof, and he will not, either personally or by his agent or by letters, circulars or advertisements, whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected) directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent Company or any of its Affiliates. 7.2. If the Executive’s employment is terminated affiliates, including, without Cause pursuant to Section 4.4 of this Agreement, and provided that EDGEN (pursuant to Section 5.4 of this Agreement) pays Executive the Annual Base Salary as set forth in Section 3.1 and the employment benefits set forth in Section 3.3(b) hereof in effect at the time of termination of employment (but only to the extent permitted by such policies or plans, or as otherwise required by law) in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due (the “Post-termination Benefits”)limitation, the manufacturing, marketing and sale of products by independent licensees under trademarks owned by the Company or any of its affiliates, whether such other engagement is as an officer, director, employee, proprietor, consultant, independent contractor, partner, advisor, agent or investor (other than as a passive investor in less than 5% of the outstanding capital stock of a publicly traded corporation); or (y) assist other persons or businesses in engaging in any business activities prohibited under clause (x). The Executive further agrees that during the period from the Separation Date until August 31, 2014, , he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have induce any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto), where EDGEN is engaged in the sale and/or distribution employees of the Products on the date the Executive’s Company to engage in any such activities or to terminate their employment is terminated hereunder for a period of twelve (12) months from the date or hire or attempt to hire any employees of the termination (the “Initial Period of Noncompetition”). EDGEN will have the option of extending the Period of Noncompetition for an additional consecutive twelve (12) months (the “Extended Period of Noncompetition”) upon giving written notice to the Executive at least one hundred and twenty (120) days before expiration of the Initial Period of Noncompetition. During the Extended Period of Noncompetition, EDGEN shall pay the Executive the Annual Base Salary and the Post-termination Benefits, in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due, for the entire Extended Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and the Post-termination Benefits called for herein, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.4 of this Agreement. If the Executives employment is terminated pursuant to Section 4.4 (voluntary termination by EDGEN) hereof, and upon condition that the Annual Base Salary and Post-termination Benefits are paid for the period designated, the Executive further agrees he will not during the Period of Noncompetition or the Extended Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its AffiliatesCompany. 7.3. If the Executive’s employment is terminated due to the Change of Control of Parent pursuant to Section 4.5 of this Agreement or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B annexed hereto), where EDGEN is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated hereunder for a period of twelve (12) months from the date of the termination (the “Change of Control Period of Noncompetition”). EDGEN shall pay the Executive the Annual Base Salary and Post-termination Benefits for the entire Change of Control Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and Post-termination Benefits, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.5 of this Agreement. 7.4. If the Executive’s employment is terminated pursuant to Section 4.5 hereof or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive further agrees he will not during the Change of Control Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within twenty-four (24) months prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.5. The Executive agrees that, at all times from after the Effective Date hereof and for a period of two (2) years following the date of the termination of his employment with Parent or EDGEN for any reason whatsoever, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, (i) seek As used in this Section 4, the term "Company" shall be deemed to persuade include the Company and any Executive of Parent individual, person or any of its Affiliatesentity controlling, subsidiaries controlled by or divisions to discontinue his or her status or employment therewith or to become employed or to provide consulting or contract services in a business or activities likely to be competitive under common control with the Business; or (ii) solicitCompany, employ or engage and any respective successors and assigns of any such individual, person at any time following the date of cessation of employment of such person with the Parent or any of its Affiliatesentity.

Noncompetition; Nonsolicitation. 7.1. If the Executive’s employment is terminated for Disability or for Cause, pursuant to Section 4.1 or 4.3 hereof, respectively, or if the The Executive resigns, pursuant to Section 5.6 hereof, agrees that: (a) during the Employment Term and for a period of twelve (12) months following the date of the termination of the Executive’s employment with EDGENthe Company, whether or for a period of twelve not under this Agreement, and thereafter during the Noncompetition Period (12) months following the date of receipt of the last payment by the Executive of any payment made pursuant to any part of Section 5, whichever is longeras hereinafter defined), the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing individually or as a consultant to, control or participate in the ownershipan employee, management or control of, or be connected as an officer, employeedirector, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, directormember or other owner or participant in any business entity other than the Company, or otherwise with, or have any financial interest in, or aid engage in or assist anyone else any other person or entity to engage in any business which competes with any business in which the Company is then engaging anywhere in the conduct of, any USA or the world where the Company does business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area . (as designated in Schedule B attached heretob) [Need to confirm Schedule B remains accurate] where Parent and/or EDGEN is engaged in the sale and/or distribution of the Products on the date during the Executive’s employment is terminated pursuant to Section 4.1 or 4.3 hereof, or resigns, pursuant to Section 5.6 hereof, and he will not, either personally or by his agent or by letters, circulars or advertisementswith the Company, whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected) directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.2. If the Executive’s employment is terminated without Cause pursuant to Section 4.4 of not under this Agreement, and provided that EDGEN (pursuant to Section 5.4 of this Agreement) pays Executive thereafter during the Annual Base Salary as set forth in Section 3.1 and the employment benefits set forth in Section 3.3(b) hereof in effect at the time of termination of employment (but only to the extent permitted by such policies or plans, or as otherwise required by law) in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due (the “Post-termination Benefits”)Noncompetition Period, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing individually or as a consultant to, control or participate in the ownershipan employee, management or control of, or be connected as an officer, employeedirector, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, directormember or other owner or participant in any business entity, offer employment or any consulting arrangement to, hire, or otherwise interfere with the business relationship of the Company with, any person or have any financial interest inentity who is, or aid was within the six month period immediately prior thereto, employed by, associated with or assist anyone else in a consultant to the conduct ofCompany. 4076652 (c) during the Executive’s employment with the Company, any businesswhether or not under this Agreement, that competesand thereafter during the Noncompetition Period, the Executive will not, directly or indirectly, individually or as a consultant to, or an employee, officer, director, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, member or other owner or participant in any business entity, solicit away from the Company or endeavor to entice away from the Company, or otherwise interfere with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto), where EDGEN is engaged in the sale and/or distribution business relationship of the Products on Company with, any person or entity who is, or was within the date six month period immediately prior thereto, a customer, dealer, distributor or client of, supplier, vendor or service provider to the Executive’s employment is terminated hereunder for a period of twelve Company. (12d) As used herein, “Noncompetition Period” means 12 months from the date of the termination (of Executive’s employment with the “Initial Period of Noncompetition”). EDGEN will have Company, provided, however, that such period shall only be 6 months if the option of extending the Period of Noncompetition for an additional consecutive twelve (12) months (the “Extended Period of Noncompetition”) upon giving written notice to the Executive at least one hundred and twenty (120) days before expiration of the Initial Period of Noncompetition. During the Extended Period of Noncompetition, EDGEN shall pay the Executive the Annual Base Salary and the Post-termination Benefits, in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due, for the entire Extended Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and the Post-termination Benefits called for herein, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.4 of this Agreement. If the Executives employment is terminated pursuant to Section 4.4 (voluntary termination by EDGEN) hereof, and upon condition that the Annual Base Salary and Post-termination Benefits are paid for the period designated, the Executive further agrees he will not during the Period of Noncompetition or the Extended Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.3. If Company terminates the Executive’s employment is terminated due without Cause or the Executive terminates his employment for Good Reason. (e) Notwithstanding anything to the Change of Control of Parent pursuant to contrary herein, this Section 4.5 of this Agreement or if 6 shall not prevent the Executive resigns his position due from working for or consulting to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive agrees he will not, directly on a part time basis present or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B annexed hereto), where EDGEN is engaged in the sale and/or distribution former subsidiaries of the Products on the date the Executive’s employment is terminated hereunder for a period of twelve (12) months from the date of the termination (the “Change of Control Period of Noncompetition”). EDGEN shall pay the Executive the Annual Base Salary and Post-termination Benefits for the entire Change of Control Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and Post-termination Benefits, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.5 of this AgreementCompany or their affiliates. 7.4. If the Executive’s employment is terminated pursuant to Section 4.5 hereof or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive further agrees he will not during the Change of Control Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within twenty-four (24) months prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.5. The Executive agrees that, at all times from after the Effective Date hereof and for a period of two (2) years following the date of the termination of his employment with Parent or EDGEN for any reason whatsoever, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, (i) seek to persuade any Executive of Parent or any of its Affiliates, subsidiaries or divisions to discontinue his or her status or employment therewith or to become employed or to provide consulting or contract services in a business or activities likely to be competitive with the Business; or (ii) solicit, employ or engage any such person at any time following the date of cessation of employment of such person with the Parent or any of its Affiliates.

Noncompetition; Nonsolicitation. 7.1. 7.1 If the Executive’s employment is terminated for Disability or for Cause, pursuant to Section 4.1 or 4.3 hereof4.1, respectively, or if the Executive resigns, for Cause pursuant to Section 5.6 hereof4.3, by the Executive due to retirement pursuant to Section 4.7, in connection with the non-renewal of the Agreement pursuant to Section 4.8, or by the Executive due to a voluntary resignation (other than for Good Reason), then during (i) the Employment Term and (ii) for a period of twelve (12) months immediately following the date of the termination of the Executive’s employment with EDGEN, or for a period of twelve (12) months immediately following the date of receipt of the last payment by the Executive of any payment made pursuant to any part of Section 5, whichever is longer, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B A attached hereto) [Need to confirm Schedule B remains accurate] hereto or where Parent and/or EDGEN or any of its Affiliates is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated pursuant to Section 4.1 or 4.3 hereof, or resigns, pursuant to Section 5.6 hereof(the “Restricted Area”), and he will not, within the Restricted Area, either personally or by his agent or by letters, circulars or advertisements, whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected) directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of EDGEN, the Parent or any of its their Affiliates. 7.2. 7.2 If the Executive’s employment is terminated without Cause pursuant to Section 4.4 of this Agreementor by the Executive for Good Reason pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.4 of this Agreement) pays Executive the Annual Base Salary as set forth in Section 3.1 and the employment benefits set forth in Section 3.3(b) hereof in effect at the time of termination of employment (but only to the extent permitted by such policies or plans, or as otherwise required by law) Severance Package in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due (the “Post-termination Benefits”)Section 5.4, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto)the Restricted Area, where EDGEN is engaged in during the sale and/or distribution of the Products on the date the Executive’s employment is terminated hereunder for a period of twelve (12) months from the date of the termination Severance Period (the “Initial Period of Noncompetition”). EDGEN will have the option of extending the Initial Period of Noncompetition for an additional six (6) consecutive twelve (12) months (the “Extended Period of Noncompetition”) upon giving written notice to the Executive at least one hundred and twenty (120) days before expiration of the Initial Period of Noncompetition, and, upon giving written notice to the Executive at least one hundred and twenty days before the expiration of such six (6) month period, EDGEN will have the further option of extending the Initial Period of Noncompetition for an additional consecutive six (6) months (for a total of twelve (12) months) (collectively, the “Extended Period of Noncompetition”). In no event shall the period of time comprised by the Initial Period of Noncompetition and the Extended Period of Noncompetition exceed twenty-four (24) months. During the Extended Period of Noncompetition, EDGEN shall continue to pay the Executive the Annual Base Salary payments described in Sections 5.4(a) and the Post-termination Benefits, (b) in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due, for the entire Extended Period of Noncompetitionpractices. In the event that EDGEN fails to pay the Annual Base Salary and the Post-termination Benefits called for hereinSeverance Package, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.4 of this Agreement5.4. If the Executives Executive’s employment is terminated without Cause pursuant to Section 4.4 (voluntary termination or by EDGEN) hereofthe Executive for Good Reason pursuant to Section 4.6, and upon condition provided that EDGEN pays Executive the Annual Base Salary and Post-termination Benefits are paid for the period designatedSeverance Package in accordance with Section 5.4, the Executive further agrees he will not during the Initial Period of Noncompetition (or the any Extended Period of Noncompetition, if applicable), either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, within the Restricted Area, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of EDGEN, the Parent or any of its their Affiliates. 7.3. 7.3 If the Executive’s employment is terminated due to the in conjunction with a Change of Control of Parent pursuant to Section 4.5 of this Agreement or if the Executive resigns his position due to the Change in Control pursuant to Section 4.64.5, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary payments and Post-benefits set forth in Section 5.5, then for a period of twelve (12) months immediately following the date of the termination Benefits to of the extent applicableExecutive’s employment with EDGEN, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B annexed hereto), where EDGEN is engaged in the sale and/or distribution of the Products on the date the Executive’s employment is terminated hereunder for a period of twelve (12) months from the date of the termination (the “Change of Control Period of Noncompetition”). EDGEN shall pay the Executive the Annual Base Salary and Post-termination Benefits for the entire Change of Control Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and Post-termination Benefits, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.5 of this Agreement. 7.4. If the Executive’s employment is terminated pursuant to Section 4.5 hereof or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6Restricted Area, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive further agrees he will not during not, within the Change of Control Period of NoncompetitionRestricted Area, either personally or by his agent or by letters, circulars, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), ) directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within twenty-four two (242) months years prior to the date of such action been a customer or supplier of EDGEN, the Parent or any of its their Affiliates. 7.5. 7.4 The Executive agrees that, at all times from after the Effective Date hereof and for a period of two (2) years immediately following the date of the termination of his employment with Parent or EDGEN for any reason whatsoever, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, (i) seek to persuade any Executive employee of EDGEN, the Parent or any of its their Affiliates, subsidiaries or divisions to discontinue his or her status or employment therewith or to become employed or to provide consulting or contract services in a business or activities likely to be competitive with the Business; Business (provided, however, that the foregoing shall not be construed to prevent Executive from engaging in generic non-targeted advertising for employees generally). During such period, Executive shall not hire, whether for himself or on behalf of any other person, company, firm or other entity, (iii) solicitany employee of EDGEN, employ or engage any such person at any time following the date of cessation of employment of such person with the Parent or any of its their Affiliates, subsidiaries or divisions or (ii) any person who was employed by EDGEN, the Parent or any of their Affiliates, subsidiaries or divisions within 90 days of such hiring.

Noncompetition; Nonsolicitation. 7.1. If the Executive’s employment is terminated for Disability or for Cause, pursuant to Section 4.1 or 4.3 hereof, respectively, or if the The Executive resigns, pursuant to Section 5.6 hereof, agrees that: (a) during the Employment Term and for a period of twelve (12) months following the date of the termination of the Executive’s employment with EDGENthe Company, whether or for a period of twelve not under this Agreement, and thereafter during the Noncompetition Period (12) months following the date of receipt of the last payment by the Executive of any payment made pursuant to any part of Section 5, whichever is longeras hereinafter defined), the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing individually or as a consultant to, control or participate in the ownershipan employee, management or control of, or be connected as an officer, employeedirector, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, directormember or other owner or participant in any business entity other than the Company, or otherwise with, or have any financial interest in, or aid engage in or assist anyone else any other person or entity to engage in any business which competes with any business in which the Company is then engaging anywhere in the conduct of, any USA or the world where the Company does business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area . (as designated in Schedule B attached heretob) [Need to confirm Schedule B remains accurate] where Parent and/or EDGEN is engaged in the sale and/or distribution of the Products on the date during the Executive’s employment is terminated pursuant to Section 4.1 or 4.3 hereof, or resigns, pursuant to Section 5.6 hereof, and he will not, either personally or by his agent or by letters, circulars or advertisementswith the Company, whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected) directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.2. If the Executive’s employment is terminated without Cause pursuant to Section 4.4 of not under this Agreement, and provided that EDGEN (pursuant to Section 5.4 of this Agreement) pays Executive thereafter during the Annual Base Salary as set forth in Section 3.1 and the employment benefits set forth in Section 3.3(b) hereof in effect at the time of termination of employment (but only to the extent permitted by such policies or plans, or as otherwise required by law) in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due (the “Post-termination Benefits”)Noncompetition Period, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing individually or as a consultant to, control or participate in the ownershipan employee, management or control of, or be connected as an officer, employeedirector, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, directormember or other owner or participant in any business entity, offer employment or any consulting arrangement to, hire, or otherwise interfere with the business relationship of the Company with, any person or have any financial interest inentity who is, or aid was within the six month period immediately prior thereto, employed by, associated with or assist anyone else in a consultant to the conduct ofCompany. 4076652 (c) during the Executive’s employment with the Company, any businesswhether or not under this Agreement, that competesand thereafter during the Noncompetition Period, the Executive will not, directly or indirectly, individually or as a consultant to, or an employee, officer, director, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, member or other owner or participant in any business entity, solicit away from the Company or endeavor to entice away from the Company, or otherwise interfere with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto), where EDGEN is engaged in the sale and/or distribution business relationship of the Products on Company with, any person or entity who is, or was within the date six month period immediately prior thereto, a customer, dealer, distributor or client of, supplier, vendor or service provider to the Executive’s employment is terminated hereunder for a period of twelve Company. (12d) As used herein, “Noncompetition Period” means 12 months from the date of the termination (of Executive’s employment with the “Initial Period of Noncompetition”). EDGEN will have Company, provided, however, that such period shall only be 6 months if the option of extending the Period of Noncompetition for an additional consecutive twelve (12) months (the “Extended Period of Noncompetition”) upon giving written notice to the Executive at least one hundred and twenty (120) days before expiration of the Initial Period of Noncompetition. During the Extended Period of Noncompetition, EDGEN shall pay the Executive the Annual Base Salary and the Post-termination Benefits, in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due, for the entire Extended Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and the Post-termination Benefits called for herein, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.4 of this Agreement. If the Executives employment is terminated pursuant to Section 4.4 (voluntary termination by EDGEN) hereof, and upon condition that the Annual Base Salary and Post-termination Benefits are paid for the period designated, the Executive further agrees he will not during the Period of Noncompetition or the Extended Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.3. If Company terminates the Executive’s employment is terminated due without Cause or the Executive terminates her employment for Good Reason. (e) Notwithstanding anything to the Change of Control of Parent pursuant to contrary herein, this Section 4.5 of this Agreement or if 6 shall not prevent the Executive resigns his position due from working for or consulting to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Poston a part-termination Benefits to the extent applicable, the Executive agrees he will not, directly time basis present or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B annexed hereto), where EDGEN is engaged in the sale and/or distribution former subsidiaries of the Products on the date the Executive’s employment is terminated hereunder for a period of twelve (12) months from the date of the termination (the “Change of Control Period of Noncompetition”). EDGEN shall pay the Executive the Annual Base Salary and Post-termination Benefits for the entire Change of Control Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and Post-termination Benefits, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.5 of this AgreementCompany or their affiliates. 7.4. If the Executive’s employment is terminated pursuant to Section 4.5 hereof or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive further agrees he will not during the Change of Control Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within twenty-four (24) months prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.5. The Executive agrees that, at all times from after the Effective Date hereof and for a period of two (2) years following the date of the termination of his employment with Parent or EDGEN for any reason whatsoever, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, (i) seek to persuade any Executive of Parent or any of its Affiliates, subsidiaries or divisions to discontinue his or her status or employment therewith or to become employed or to provide consulting or contract services in a business or activities likely to be competitive with the Business; or (ii) solicit, employ or engage any such person at any time following the date of cessation of employment of such person with the Parent or any of its Affiliates.

Noncompetition; Nonsolicitation. 7.1. If the Executive’s employment is terminated for Disability or for Cause, pursuant to Section 4.1 or 4.3 hereof, respectively, or if the The Executive resigns, pursuant to Section 5.6 hereof, agrees that: (a) during the Employment Term and for a period of twelve (12) months following the date of the termination of the Executive’s employment with EDGENthe Company, whether or for a period of twelve not under this Agreement, and thereafter during the Noncompetition Period (12) months following the date of receipt of the last payment by the Executive of any payment made pursuant to any part of Section 5, whichever is longeras hereinafter defined), the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing individually or as a consultant to, control or participate in the ownershipan employee, management or control of, or be connected as an officer, employeedirector, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, directormember or other owner or participant in any business entity other than the Company, or otherwise with, or have any financial interest in, or aid engage in or assist anyone else any other person or entity to engage in any business which competes with any business in which the Company is then engaging anywhere in the conduct of, any USA or the world where the Company does business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area . (as designated in Schedule B attached heretob) [Need to confirm Schedule B remains accurate] where Parent and/or EDGEN is engaged in the sale and/or distribution of the Products on the date during the Executive’s employment is terminated pursuant to Section 4.1 or 4.3 hereof, or resigns, pursuant to Section 5.6 hereof, and he will not, either personally or by his agent or by letters, circulars or advertisementswith the Company, whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected) directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.2. If the Executive’s employment is terminated without Cause pursuant to Section 4.4 of not under this Agreement, and provided that EDGEN (pursuant to Section 5.4 of this Agreement) pays Executive thereafter during the Annual Base Salary as set forth in Section 3.1 and the employment benefits set forth in Section 3.3(b) hereof in effect at the time of termination of employment (but only to the extent permitted by such policies or plans, or as otherwise required by law) in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due (the “Post-termination Benefits”)Noncompetition Period, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing individually or as a consultant to, control or participate in the ownershipan employee, management or control of, or be connected as an officer, employeedirector, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, directormember or other owner or participant in any business entity, offer employment or any consulting arrangement to, hire, or otherwise interfere with the business relationship of the Company with, any person or have any financial interest inentity who is, or aid was within the six month period immediately prior thereto, employed by, associated with or assist anyone else in a consultant to the conduct ofCompany. (c) during the Executive’s employment with the Company, any businesswhether or not under this Agreement, that competesand thereafter during the Noncompetition Period, the Executive will not, directly or indirectly, individually or as a consultant to, or an employee, officer, director, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, member or other owner or participant in any business entity, solicit away from the Company or endeavor to entice away from the Company, or otherwise interfere with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B attached hereto), where EDGEN is engaged in the sale and/or distribution business relationship of the Products on Company with, any person or entity who is, or was within the date six month period immediately prior thereto, a customer, dealer, distributor or client of, supplier, vendor or service provider to the Executive’s employment is terminated hereunder for a period of twelve Company. (12d) As used herein, “Noncompetition Period” means 12 months from the date of the termination (of Executive’s employment with the “Initial Period of Noncompetition”). EDGEN will have Company, provided, however, that such period shall only be 6 months if the option of extending the Period of Noncompetition for an additional consecutive twelve (12) months (the “Extended Period of Noncompetition”) upon giving written notice to the Executive at least one hundred and twenty (120) days before expiration of the Initial Period of Noncompetition. During the Extended Period of Noncompetition, EDGEN shall pay the Executive the Annual Base Salary and the Post-termination Benefits, in accordance with EDGEN’s customary payroll practices which are in effect at the time payments are due, for the entire Extended Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and the Post-termination Benefits called for herein, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.4 of this Agreement. If the Executives employment is terminated pursuant to Section 4.4 (voluntary termination by EDGEN) hereof, and upon condition that the Annual Base Salary and Post-termination Benefits are paid for the period designated, the Executive further agrees he will not during the Period of Noncompetition or the Extended Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within two (2) years prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.3. If Company terminates the Executive’s employment is terminated due to the Change of Control of Parent pursuant to Section 4.5 of this Agreement without Cause or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive agrees he will not, directly or indirectly, engage in, own, manage, operate, provide financing to, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any business, that competes, directly or indirectly, with the Business or is otherwise engaged in activities competitive with the Business, in each and every area (as designated in Schedule B annexed hereto), where EDGEN is engaged in the sale and/or distribution of the Products on the date the Executive’s terminates her employment is terminated hereunder for a period of twelve (12) months from the date of the termination (the “Change of Control Period of Noncompetition”). EDGEN shall pay the Executive the Annual Base Salary and Post-termination Benefits for the entire Change of Control Period of Noncompetition. In the event that EDGEN fails to pay the Annual Base Salary and Post-termination Benefits, the Executive shall be automatically released from all restrictions on the right to compete, but shall still be entitled to all rights called for under any other section of this Agreement, including but not limited to payments and benefits due under Section 5.5 of this AgreementGood Reason. 7.4. If the Executive’s employment is terminated pursuant to Section 4.5 hereof or if the Executive resigns his position due to the Change in Control pursuant to Section 4.6, and provided that EDGEN (pursuant to Section 5.5 of this Agreement) pays Executive the Annual Base Salary and Post-termination Benefits to the extent applicable, the Executive further agrees he will not during the Change of Control Period of Noncompetition, either personally or by his agent or by letters, circulars, or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the sale and/or distribution of any Products from any person, company, firm or other entity, who is, or has at any time within twenty-four (24) months prior to the date of such action been a customer or supplier of Parent or any of its Affiliates. 7.5. The Executive agrees that, at all times from after the Effective Date hereof and for a period of two (2) years following the date of the termination of his employment with Parent or EDGEN for any reason whatsoever, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, (i) seek to persuade any Executive of Parent or any of its Affiliates, subsidiaries or divisions to discontinue his or her status or employment therewith or to become employed or to provide consulting or contract services in a business or activities likely to be competitive with the Business; or (ii) solicit, employ or engage any such person at any time following the date of cessation of employment of such person with the Parent or any of its Affiliates.