Common use of Noncompetition Clause in Contracts

Noncompetition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Noncompetition. During (a) The Executive acknowledges and recognizes the Employment Period, highly competitive nature of the business of the Company and following termination its Affiliates and accordingly agrees that during the term of the Executive’s employment with and for a period of two (2) years after the Company, Holdco and any of their affiliates, during the “Restriction Period” termination thereof: (as hereinafter defined), i) the Executive shall will not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which is in competition with any line of business of conducted by the Company, Holdco Company or any of their respective subsidiaries or affiliates in any geographic area in which the Companyits Affiliates, Holdco or any including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 101% of the consolidated gross revenues outstanding capital stock of such persona publicly traded corporation), together with its affiliatesconsultant, derive from activities advisor, agent or businesses that are sales representative, in competition with any business Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its subsidiaries or affiliates Affiliates; (a “Competitive Business”) and (iiiii) the Executive does not, will not directly or indirectly, participate in, become associated withindirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or otherwise (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have responsibilities that relate ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the conduct covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or operations ofany part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any Competitive Business that other restriction contained in this Agreement is conducted by such person or a divisionan unenforceable restriction against the Executive, group, or subsidiary or affiliate of such person. For purposes the provisions of this AgreementAgreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the term “participate” includes enforceability of any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)other restrictions contained herein.

Noncompetition. During I agree that during the Employment Period, and following termination term of the Executive’s employment my Relationship with the Company, Holdco and any for a period of their affiliates(i) twelve (12) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (a) by the Company without Cause, during (b) by the “Restriction Period” Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreement, (c) by me due to Good Reason (as hereinafter defineddefined in the Employment Agreement), or (d) by the Executive shall not directly or indirectly participate Company pursuant to written notice due to a Disability (as defined in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isthe Employment Agreement), or intends (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to be, engaged in any business which is in competition with any business of the Company, Holdco or any (z) voluntarily by me by giving notice of their respective subsidiaries or affiliates non-renewal in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated accordance with a person if (i) less than 10% Section 1 of the consolidated gross revenues of such personEmployment Agreement, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does I shall not, either directly or indirectly, participate inalone or as a partner, become associated withjoint venturer, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partnerlender, sole proprietor, trustee, beneficiaryconsultant, agent, representative, independent contractor, consultantstockholder or otherwise, advisorand I shall not permit any company or business organization directly or indirectly controlled by me or any of my affiliates to, provider during the applicable period, engage in any Competing Business in any place where the Company conducts business or has conducted business (or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of personal services, creditor, my Relationship with the Company. The passive ownership by me or owner my affiliates of not more than three percent (other than by ownership of less than five percent 3%) of the shares of capital stock of any corporation having a publicly-held corporation whose stock is class of equity securities actively traded on a national securities exchange or in an the over-the-counter market)market shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industry.

Noncompetition. During The Participant agrees with the Employment PeriodCompany that, for so long as the Participant is employed by the Company or any of its Subsidiaries and continuing for twelve (12) months (or such longer period as may be provided in an employment or similar agreement between the Participant and the Company or one of its Subsidiaries or as provided in the last sentence of this Section 5) following a termination of the Executive’s such employment with the Company, Holdco and that occurs after any of their affiliates, during the “Restriction Period” Options have vested (as hereinafter definedwhether or not such Options have been exercised), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorParticipant will not, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business without the prior written consent of the Company, Holdco directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, engage or otherwise become involved in a Competing Business in the Americas, Europe, Middle East or Asia or in any other geographic area throughout the world (a) in which the Company or any of their respective subsidiaries or affiliates its Subsidiaries has engaged in any geographic of the activities that comprise a Competing Business during the Participant’s employment, or (b) in which the Participant has knowledge of the Company’s plans to engage in any of the activities that comprise a Competing Business (including, without limitation, in any area in which any customer of the Company, Holdco Company or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”its Subsidiaries may be located); provided, however, that the foregoing will not prohibit provisions of this Section 5 shall apply solely to those activities of a Competing Business, with which the Executive from participating in Participant was personally involved or becoming associated with a person if (i) less than 10% of for which the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of Participant was responsible while employed by the Company or any its Subsidiaries during the twelve (12) month period preceding termination of its subsidiaries the Participant’s employment. This Section 5 will not be violated, however, by the Participant’s investment of up to US$100,000 in the aggregate in one or affiliates (more publicly-traded companies that engage in a “Competitive Competing Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes The restrictions of this Agreement, Section 5 shall also apply during the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or period after Retirement until vested Options become exercisable described in an over-the-counter marketSection 4(a).

Noncompetition. During the Employment Period, Period and following termination for a period of two (2) years after the Executive’s employment with the Company, Holdco and any Effective Date of their affiliates, during the “Restriction Period” (as hereinafter defined)Termination, the Executive shall not not: (a) directly or indirectly participate act in concert or conspire with any person employed by the Company in order to engage in or permit his name directly prepare to engage in or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association have a financial or other enterprise or entity (a “person”) that is, or intends to be, engaged interest in any business which is a Direct Competitor (as defined below); or (b) serve as an employee, agent, partner, shareholder, director, or consultant for, or in competition with any other capacity participate, engage, or have a financial or other interest in, any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business is a Direct Competitor (a “Competitor”); provided, however, that notwithstanding anything to the foregoing will not prohibit contrary contained in this Agreement, the Executive from participating in or becoming associated with a person if may own up to two percent (i2%) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business outstanding shares of the Company or any capital stock of its subsidiaries or affiliates (a “Competitive Business”) and (ii) company whose securities are registered under Section 12 of the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate Securities Exchange Act of such person1934). For purposes of this Agreement, the term “participate” includes "Direct Competitor" is any direct business entity which: (a) through the Executive's efforts, induces the Company's employees to terminate employment for the purpose of being employed by such business entity; or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider (b) is engaged in the business of personal services, creditorthe Company and engages in Substantial Competition with the Company in one or more Metropolitan Statistical Areas ("MSAs") in which the Company has its operations, or owner in which, at the date the Executive's employment terminates, the Company is engaged in real estate site selection or has taken further steps toward the commencement of operations in the future, either alone or in association with another entity, and in which the Company collectively produced, or is projected to produce in the first year of operations, more than five million dollars (other than by ownership $5,000,000) of gross sales. A business will not be considered to be in "Substantial Competition" with the Company if: (i) the business or the operating unit of the business in which the Executive is employed or with which the Executive is associated (the "Business Unit") is not engaged in the retail sales and service of consumer electronics or (ii) if sales of the Business Unit's products or services in the retail sales and service of consumer electronics constitute less than five ten percent (10%) of such Business Unit's sales; or (iii) if the sales of the stock Business Unit in the retail sales and service of consumer electronics do constitute more than ten percent (10%) of the sales of the Business Unit, but there is not significant geographic overlap between such Business Unit's and the Company's business locations. In the event that the Executive's employment is terminated within two (2) years following a publicly-held corporation whose stock is traded on a national securities exchange or Change in an over-the-counter marketControl (as defined in Section 8.2), under circumstances described in Section 8.3, the Executive shall not be bound by the provisions of this section.

Noncompetition. During Executive agrees that during the Employment Periodcourse of his employment with the Company and in the event of a termination of employment, for a period of the lesser of (x) six (6) months after termination of such employment; and following (y) the number of months after termination of such employment during which Executive receives payments of base salary pursuant to Section 7.3(c), Executive will not, directly or indirectly, as an employee, agent, independent contractor, consultant, partner, joint venturer or otherwise, within any state in the United States within which Executive has been involved with the provision of services (or offers or plans to provide services) to customers of the Company within the twelve (12) months preceding the date of the termination of Executive’s employment with the Company, enter into, engage in, be employed by (except as counsel or independent accountant) or consult with (or solicit to enter into, engage in, be employed by or consult with) any business which competes with the Company by providing services of the same nature or type as those provided by the Company within the twelve (12) month period preceding the termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” including (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwisea) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, stockholder, member, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditorrepresentative or partner of, or owner having any direct or indirect financial interest (including the interest of a creditor) in, any such competitor or (b) assisting any other than individual or business entity, of whatever type or description, in providing any such competing services. The provisions of this section shall not apply to the ownership by ownership Executive of less than five percent (5%) of any publicly traded corporation or other business entity solely as an investor and under circumstances in which Executive neither provides services nor assists anyone else to provide any services to or on behalf of any such entity. Executive further agrees that upon a violation of this section of this Agreement, the stock period during which Executive’s covenants in this section apply will be extended by the number of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)days equal to the period of such violation.

Noncompetition. During The parties recognize that in the Employment Period, and following termination course of the Executive’s Employee's employment with the Company, Holdco Employee has had and any will continue to have access to a substantial amount of their affiliates, during confidential and proprietary information and trade secrets relating to the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any and that it would be detrimental to the business of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco and have a substantial detrimental effect on the value to the Company of Employee's employment if Employee were to compete with the Company upon termination of his employment. Employee therefore agrees, in consideration of the Company entering this Agreement and establishing the base annual compensation and other compensation and benefits at the level herein provided for, that during the period of the term of his employment with the Company, whether pursuant to this Agreement or otherwise, and, if and only if Employee's employment is terminated by the Company for Cause, as defined herein, or by Employee without Good Reason, as defined herein, for a period of one (1) year thereafter, he shall not, without the prior written consent of the Company, directly as principal, partner, director, or stockholder or through any corporation, partnership, or other entity (including, without limitation, a sole proprietorship), engage or participate in, or assist in any manner or in any capacity, or have any interest in or make any loan to, or otherwise be related with, any person, firm, corporation, association, or other entity located anywhere within fifty (50) miles of any of the Company's business locations and engaged in any business competing in any material way with the business of the Company or any subsidiary of their respective subsidiaries or affiliates operate, compete or are engaged in the Company as such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)exists as of the date of termination of employment; provided, however, that the foregoing will shall not prohibit the Executive prevent Employee from participating in or becoming associated with a person if owning up to five percent (i5%) less than 10% of the consolidated gross revenues of such personoutstanding securities of, together or being employed by, a publicly held corporation that may compete with its affiliatesthe Company. For purposes hereof, derive from activities or businesses that are in competition a business shall not be deemed to be competing with any business of the Company or any of its subsidiaries or affiliates (in a “Competitive Business”) and (ii) the Executive does notmaterial way unless it manufactures, directly or indirectlysells, participate in, become associated withdistributes, or otherwise have responsibilities deals in one or more products manufactured, sold, distributed or otherwise dealt in by the Company and which product or products account for at least five percent (5%) of the Company's gross sales volume at the time in question. The parties believe, in light of the facts known as of the date hereof, and after considering the nature and extent of the Company's business, the amount of compensation and other benefits provided herein, and the damage that relate could be done to the conduct Company's business by Employee's competing with the Company, that the foregoing covenant not to compete is reasonable in time, scope, and geographical limitation. However, if any court should construe the time, scope, or operations ofgeographical limitation of the covenant not to compete to be too broad or extensive, any Competitive Business it is the intention of the parties that is conducted the contract be automatically reformed, and as so reformed, enforced, to the maximum limits which may be found to be reasonable by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)court.

Noncompetition. During Employee agrees that during the Employment Period, and following termination course of the Executive’s his employment with the Company, Holdco Company and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% in the event of the consolidated gross revenues termination for Good Cause or a termination by Employee of such personemployment, together with its affiliates, derive from activities for a period of twenty-four (24) months after termination of such employment; or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) in the Executive does event of a termination of employment for any other reason, for a period of the lesser of (x) twenty-four (24) months after termination of such employment; and (y) the number of months after termination of such employment during which Employee receives payments of base salary pursuant to SECTION 7.3(C), Employee will not, directly or indirectly, participate as an employee, agent, independent contractor, consultant, partner, joint venturer or otherwise, within any state in the United States within which Employee has been involved with the provision of services (or offers or plans to provide services) to customers or prospective customers of the Company within the twelve (12) months preceding the date of the termination of Employee's employment with the Company, enter into, engage in, become associated be employed by or consult with (or solicit to enter into, engage in, be employed by or consult with) any business which competes with the Company by providing services of the same nature or type as those provided by the Company within the twelve (12) month period preceding the termination of the Employee's employment with the Company, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether including (a) participating as an officer, director, stockholder, member, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditorrepresentative or partner of, or owner having any direct or indirect financial interest (including the interest of a creditor) in, any such competitor or (b) assisting any other than individual or business entity, of whatever type or description, in providing any such competing services. The provisions of this section shall not apply to the ownership by ownership Employee of less than five percent (5%) of any publicly traded corporation or other business entity solely as an investor and under circumstances in which Employee neither provides services nor assists anyone else to provide any services to or on behalf of any such entity. Employee further agrees that upon a violation of this section of this Agreement, the stock period during which Employee's covenants in this section apply will be extended by the number of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)days equal to the period of such violation.

Noncompetition. During Except in the Employment Periodevent that the Employee Separates from Service without Just Cause or for Good Reason (as such terms are defined in Section 8(c) and Section 8(e), and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesrespectively), during the “Restriction Period” (as hereinafter defined)period of her employment hereunder, and for a period of one year following the termination hereof, the Executive Employee shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly: (i) As owner, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employeestockholder, partnerinvestor, sole proprietor, trusteeorganizer or otherwise, beneficiaryengage in the same trade or business as the Bank, agentas conducted on the date hereof, representativewhich would conflict with the interests of the Bank or in a trade or business competitive with that of the Bank, independent contractorwhich would conflict with the interests of the Bank, consultantas conducted on the date hereof; or (ii) Offer or provide employment (whether such employment is with the Employee or any other business or enterprise), advisoreither on a full-time or part-time or consulting basis, provider of personal services, creditorto any person who then currently is, or owner who within one (other than by ownership 1) year prior to such offer or provision of less than five percent employment has been, a management-level employee of the Bank. This subsection 6(c)(ii) shall only apply in the event the Employee has a voluntary Separation from Service. The restrictions contained in this paragraph upon the activities of the Employee following Separation from Service shall be limited to the following geographic areas (hereinafter referred to as “Restricted Geographical Area”): (1) Terre Haute, Indiana; and (2) The 00-xxxx xxxxxx xx Xxxxx Xxxxx, Xxxxxxx. Nothing contained in this subsection shall prevent or limit the Employee’s right to invest in the capital stock or other securities of any business dissimilar from that of the Bank, or, solely as a publiclypassive or minority investor, in any business. If the Employee does not comply with the provisions of this Section, the one-held corporation whose stock is traded on a national securities exchange year period of non-competition provided herein shall be tolled and deemed not to run during any period(s) of noncompliance, the intention of the parties being to provide one full year of non-competition by the Employee after the termination or in an over-the-counter market)expiration of this Agreement.

Noncompetition. During the Employment Periodperiod of his employment hereunder, and for a period of two (2) years following the termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)hereof, the Executive Employee shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly: (i) as owner, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employeestockholder, partnerinvestor, sole proprietor, trusteeorganizer or otherwise, beneficiaryengage in the same trade or business as the Bank, agentas conducted on the date hereof, representativewhich would conflict with the interests of the Bank or in a trade or business competitive with that of the Bank, independent contractorwhich would conflict with the interests of the Bank, consultantas conducted on the date hereof; or (ii) offer or provide employment (whether such employment is with the Employee or any other business or enterprise), advisoreither on a full-time or part-time or consulting basis, provider of personal services, creditorto any person who then currently is, or owner who within one (other than by ownership 1) year prior to such offer or provision of less than five percent employment has been, a management-level employee of the Bank. This subsection 6(c)(ii) shall only apply in the event the Employee voluntarily terminates his employment with the Bank. The restrictions contained in this paragraph upon the activities of the Employee following termination of employment shall be limited to the following geographic areas (hereinafter referred to as "Restricted Geographical Area"): (1) Terre Haute, Indiana; and (2) The thirty mile radius of Terre Haute, Indiana. Nothing contained in this Section 6(c) shall prevent the Employee from engaging in the practice of law within the Restricted Geographical Area. In addition, nothing contained in this Section 6(c) shall prevent or limit the Employee's right to invest in the capital stock or other securities of any business dissimilar from that of the Bank, or, solely as a publiclypassive or minority investor, in any business. If the Employee does not comply with the provisions of this Section 6, the two (2) year period of non-held corporation whose stock is traded on a national securities exchange competition provided herein shall be tolled and deemed not to run during any period(s) of noncompliance, the intention of the parties being to provide two (2) full years of non-competition by the Employee after the termination or in an over-the-counter market)expiration of this Agreement.

Noncompetition. During Employee agrees that, during his employment with Employer and for a period of three (3) years from the Employment Period, and following date of termination of the Executive’s his employment with the CompanyEmployer, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall he will not directly or indirectly participate compete with Employer by engaging in or permit his name directly or indirectly to be used the activities set forth on Exhibit A attached hereto and incorporated herein by or become associated with reference (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwisethe "Prohibited Activities") any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of within the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such personset forth on Exhibit B attached hereto (the "Restricted Area"). For purposes of this AgreementSection 11, Employee recognizes and agrees that Employer conducts and will conduct business in the term “participate” includes entire Restricted Area and that Employee will perform his duties for Employer within the entire Restricted Area. Employee shall be deemed to be engaged in and carrying on the Prohibited Activities if he engages in the Prohibited Activities in any direct capacity whatsoever, including, but not limited to, by or indirect interestthrough a partnership of which he is a general or limited partner or an employee engaged in such activities, whether as or by or through a corporation or association of which he owns five percent (5%) or more of the stock or of which he is an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agentmember, representative, joint venturer, independent contractor, consultantconsultant or agent who is engaged in such activities. Employee agrees that during the three (3) year period described above, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent he will notify Employer of the stock name and address of a publicly-held corporation whose stock is traded on a national securities exchange each employer with whom he has accepted employment during such period. Such notification shall be made in writing within five (5) days after Employee accepts any employment or in an over-the-counter market)new employment by certified mail, return receipt requested.

Noncompetition. During The Executive acknowledges and agrees that in the Employment Periodperformance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and following termination potential customers of the ExecutiveCompany. The Executive also acknowledges that any Confidential Information gained by his during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s employment business that the Executive not compete with the Company, Holdco and any of their affiliates, Company during the “Restriction Period” (Term and not compete with the Company for a reasonable period after the Term, as hereinafter defined)further provided in the following provisions. Accordingly, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including agrees that so long as she is an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business employee of the Company or any of its subsidiaries or affiliates and for 12 months thereafter: (a “Competitive Business”a) and (ii) the The Executive does will not, directly or indirectly, participate in, become associated withindividually or as a consultant to, or otherwise have responsibilities that relate to the conduct or operations ofemployee, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employeemanager, stockholder, partner, sole proprietormember or other owner or participant in any business entity, trusteeother than the Company or a Related Company, beneficiaryengage in or assist any other person or entity to engage in any business which directly or indirectly competes with any business in which the Company or any Related Company is engaging or in which the Company or any Related Company plans to engage or is actively evaluating engaging, agentduring or at the time of the termination of the Executive’s engagement hereunder, representative, independent contractor, consultant, advisor, provider of personal services, creditoranywhere in the United States or anywhere else in the world where the Company or any Related Company does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner (other than by ownership of less than five one percent (1%) of the outstanding stock or any class of securities of any corporation or other entity which is publicly traded or privately held; and (b) The Executive will not, directly or indirectly, individually or as a publicly-held corporation whose stock is traded on consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company or any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the business relationship of the Company or any Related Company with, any person or entity who is, or was within the one year period immediately prior to the termination of the Executive’s engagement hereunder, (i) employed by or a national securities exchange consultant to the Company or in an over-the-counter market)any Related Company or (ii) a customer or client of, supplier to or other party having material business relations with the Company or any Related Company.

Noncompetition. During the Employment Period(a) The Company and its Affiliates mine, extract, prepare, source, market, and following termination sell coal (“Business Activity”) throughout the United States and internationally. The Company and its Affiliates invest significant resources in the training and development of its employees and in developing goodwill with its customers and vendors. As the Company’s Chief Financial Officer, the Executive will have access to Company and Affiliate proprietary confidential information and trade secrets. The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates, the importance of the proprietary confidential information and trade secrets to which Executive will have access, and the position of responsibility which Executive will hold with the Company and accordingly agrees that: (i) during the term of the Executive’s employment with and for a period of two (2) years after the Companytermination thereof, Holdco and any or from the date of their affiliates, during the “Restriction Period” entry by a court of competent jurisdiction of an order enforcing this Agreement (as hereinafter definedwhichever is later), the Executive shall not will not, except on behalf of the Company, directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business Business Activity which is in competition with any line of business of conducted by the Company, Holdco Company or any of their respective subsidiaries its Affiliates in the Restricted Territory, including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor, consultant, advisor, agent or affiliates sales representative, or have any ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that engages in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are Business Activity in competition with any line of business conducted by the Company or any of its Affiliates in the Restricted Territory. For this purpose, ownership of no more than 5% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision; (ii) during the term of the Executive’s employment and for a period of one (1) year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not, without the Company’s written consent, directly or indirectly, for himself or on behalf of any other person, partnership, company, organization, corporation or other entity perform or solicit the performance of services related to any competing Business Activity for any Customer or Prospective Customer of the Company or any of its subsidiaries Affiliates; (iii) during the term of the Executive’s employment and for a period of one (1) year after the termination thereof, or affiliates from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (a “Competitive Business”whichever is later), the Executive will not directly or indirectly solicit, encourage or take any other action intended to induce any employee of the Company or any of its Affiliates to (1) and engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (ii2) terminate such employee’s employment with the Company or any of its Affiliates; and (iv) the Executive does not, will not directly or indirectlyindirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, participate inone for each county, become associated withtown, city and state or otherwise have responsibilities that relate other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the conduct covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or operations ofany part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any Competitive Business that other restriction contained in this Agreement is conducted by such person or a divisionan unenforceable restriction against the Executive, group, or subsidiary or affiliate of such person. For purposes the provisions of this AgreementAgreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the term “participate” includes enforceability of any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)other restrictions contained herein.

Noncompetition. During For a period five (5) years commencing on the Employment Closing Date (the “Noncompetition Period”), Seller shall not, and following termination of the Executive’s employment with the Companyshall cause any Affiliates controlled by Seller not to, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorindirectly, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates anywhere in any geographic area within North America (i) engage in which any Prohibited Business (as defined below), (ii) take any action to invest in, own, manage, operate, control or participate in any Person engaging in the CompanyProhibited Business or (iii) (A) solicit, Holdco sell, call upon, advise, do or attempt to do business with or otherwise contact in regard to diverting business away from Company or any of its Subsidiaries, any customer or supplier of the Business as of the Closing Date, including all customers who have, as of the Closing Date, nominated Company or any of its Subsidiaries to provide products in the future or (B) solicit, encourage or induce any such customer or supplier of the Business to terminate or materially and adversely alter its relationship with Company or any of its Subsidiaries; provided that this Section 5.4(a)(iii) shall not limit the ability of Seller and its Affiliates conduct commercial relationships in the ordinary course of business in their respective subsidiaries businesses other than the Prohibited Business with any customer or affiliates operatesupplier of the Business. Notwithstanding the foregoing, compete neither Seller nor any of its Affiliates shall be prohibited from acquiring or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if owning (i) less than 10% an aggregate of the consolidated gross revenues twenty percent (20%) of such person, together with its affiliates, derive from activities or businesses that are any class of equity interests in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does notPerson engaged, directly or indirectly, participate inin a Prohibited Business or (ii) a Person that engages, become associated withdirectly or indirectly, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive in a Prohibited Business that is conducted by if such person or a division, group, or subsidiary or affiliate Prohibited Business accounts for less than twenty percent (20%) of such personPerson’s consolidated annual revenues. For purposes “Prohibited Business” means the Business as conducted as of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (Closing Date other than by ownership of less than five percent the design, manufacture and sale of the stock of a publicly-held corporation whose stock is traded products set forth on a national securities exchange or in an over-the-counter marketSchedule 5.4(a).

Noncompetition. During The Executive acknowledges and agrees that in the Employment Periodperformance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and following termination potential customers of the ExecutiveCompany. The Executive also acknowledges that any Confidential Information gained by him during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s employment business that the Executive not compete with the Company, Holdco and any of their affiliates, Company during the “Restriction Period” (Term and not compete with the Company for a reasonable period after the Term, as hereinafter defined)further provided in the following provisions. Accordingly, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including agrees that so long as he is an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business employee of the Company or any of its subsidiaries or affiliates and for 12 months thereafter: (a “Competitive Business”a) and (ii) the The Executive does will not, directly or indirectly, participate in, become associated withindividually or as a consultant to, or otherwise have responsibilities that relate to the conduct or operations ofemployee, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employeemanager, stockholder, partner, sole proprietormember or other owner or participant in any business entity, trusteeother than the Company or a Related Company, beneficiaryengage in or assist any other person or entity to engage in any business which directly or indirectly competes with any business in which the Company or any Related Company is engaging or in which the Company or any Related Company plans to engage or is actively evaluating engaging, agentduring or at the time of the termination of the Executive’s engagement hereunder, representative, independent contractor, consultant, advisor, provider of personal services, creditoranywhere in the United States or anywhere else in the world where the Company or any Related Company does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner (other than by ownership of less than five one percent (1%) of the outstanding stock or any class of securities of any corporation or other entity which is publicly traded or privately held; and (b) The Executive will not, directly or indirectly, individually or as a publicly-held corporation whose stock is traded on consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company or any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the business relationship of the Company or any Related Company with, any person or entity who is, or was within the one year period immediately prior to the termination of the Executive’s engagement hereunder, (i) employed by or a national securities exchange consultant to the Company or in an over-the-counter market)any Related Company or (ii) a customer or client of, supplier to or other party having material business relations with the Company or any Related Company.

Noncompetition. Employee covenants and agrees that: (a) During Employee's employment and for any period following the Employment Period, and following termination of the Executive’s Employee's employment with the Companyduring respect to which Employee is receiving severance or separation payments, Holdco and any of their affiliatesEmployee will not (whether individually or as principal, during the “Restriction Period” (as hereinafter defined)partner, the Executive shall not member, investor, director, officer, agent, employee, consultant or otherwise) directly or indirectly participate in (except as an employee of Employer or permit his name an affiliate of Employer) engage in, or directly or indirectly be financially interested in, any business unit engaged in the development, manufacture or sale of software or on-line services in support of the lottery industry. Each of the following activities, without limitation, shall be deemed to "engage in" a business: to engage in, carry on, work with, be employed by, consult for, invest in, solicit customers for, have an equity interest in, advise, lend money to, guarantee the debts or obligations of, contribute, sell or license intellectual property to, or permit one's name or any part thereof to be used by in connection with, any enterprise or become associated endeavor, either individually, in partnership or in conjunction with (including any person, firm, association, partnership, joint venture, limited liability company, corporation or other business, whether as an advisor, representativeprincipal, agent, promotershareholder, independent contractorpartner, provider of personal services joint venturer, member, director, officer, employee, consultant, licensor or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is other manner whatsoever. However, nothing contained in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not this Agreement shall prohibit the Executive Employee from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities being employed by or businesses that are in competition with any business of the Company serving as a consultant to Employer or any affiliate of its subsidiaries or affiliates (a “Competitive Business”) and Employer, (ii) the Executive does not, directly acquiring or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, holding at any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of one time less than five percent (5%) of the outstanding securities of any publicly traded company, (iii) holding stock of Employer or any affiliate of Employer, (iv) acquiring or holding an interest in a publicly-held corporation whose stock mutual fund, limited partnership, venture capital fund or similar investment entity of which such party is traded on a national securities exchange not an employee, officer or general partner and with respect to which such party has no power to make, participate in or directly influence investment decisions; (v) acquiring or holding an over-the-counter market)interest in any other private company so long as Employee's interest in such company is less than twenty percent (20%) and Employee is not an employee, officer, director or general partner of such entity. (b) If the scope of any restrictions contained in subparagraph (a) is too broad to permit enforcement of such restrictions to their full extent, then such restrictions shall be enforced to the maximum extent permitted by law, and Employee hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restrictions.

Noncompetition. During The Participant agrees with the Employment PeriodCompany that, for as long as the Participant is employed by the Company or any of its Subsidiaries and continuing for twelve (12) months (or such longer period as may be provided in an employment or similar agreement between the Participant and the Company or one of its Subsidiaries or as provided in the last sentence of this Section 4) following a termination of the Executive’s such employment with the Company, Holdco and under Sections 3(a)(v) or (vi) of this Agreement or that occurs after any of their affiliates, during the “Restriction Period” (as hereinafter defined)Performance Share Units have vested, the Executive Participant shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisornot, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business without the prior written consent of the Company, Holdco directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, engage or otherwise become involved in a Competing Business in the Americas, Europe, Middle East or Asia, or in any other geographic area throughout the world (a) in which the Company or any of their respective subsidiaries or affiliates its Subsidiaries has engaged in any geographic of the activities that comprise a Competing Business during the Participant’s employment, or (b) in which the Participant has knowledge of the Company’s plans to engage in any of the activities that comprise a Competing Business (including, without limitation, in any area in which any customer of the Company, Holdco Company or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”its Subsidiaries may be located); provided, however, that the foregoing will not prohibit provisions of this Section 4 shall apply solely to those activities of a Competing Business, with which the Executive from participating in Participant was personally involved or becoming associated with a person if (i) less than 10% of for which the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of Participant was responsible while employed by the Company or any its Subsidiaries during the twelve (12) month period preceding termination of its subsidiaries the Participant’s employment. This Section 4 will not be violated, however, by the Participant’s investment of up to US$100,000 in the aggregate in one or affiliates (more publicly-traded companies that engage in a “Competitive Competing Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes The restrictions of this Agreement, the term “participate” includes Section 4 shall also apply during any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or continued settlement period after Retirement described in an over-the-counter marketSection 3(a)(vi).

Noncompetition. During The parties also acknowledge and agree that the Employment PeriodCompany's customer contacts and relations are established and maintained at great expense and that Employee, by virtue of his employment under this Agreement, will have unique and extensive exposure to, and following termination of personal contact with, the Executive’s employment Company's customers and that Employee will be able to establish a unique relationship with those individuals that will enable him, both during and after employment, to unfairly compete with the Company. In consideration of the continued employment by the Company of Employee, Holdco and in consideration of the compensation and newly established severance arrangement provided to Employee by the Company under this Agreement, Employee agrees that he shall not at any of their affiliates, time during the “Restriction Period” term of this Agreement, nor for a period of one (as hereinafter defined), 1) year after Employee ceases to be employed by the Executive shall not Company do the following: (a) directly or indirectly participate in or permit his name directly or indirectly to be used by or indirectly, become associated with (including as an advisora stockholder, representativepartner, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association member or other enterprise or entity (a “person”) that is, or intends to be, engaged owner in any business which or entity that is in competition with any a business competitor of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that Employee shall not be prohibited from, and the foregoing will restriction shall not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such personapply to, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by Employee's ownership of less than five a ten percent (10%) interest in any company whose shares of the stock of are traded in a publicly-held corporation whose recognized stock is traded on a national securities exchange or traded in an the over-the-counter market; and/or (b) in any manner induce, attempt to induce or assist others to induce any customer, client, employee or other person or entity having a business or employment relationship with the Company to terminate such relationship, or do anything to interfere with the relationship of the Company with such person or entity. (c) communicate with any party with whom the Company has a Site Contract in place until six (6) months following the expiration of any such Contract. Employee expressly agrees that in the event of a breach of the subparagraph (c), in addition to any other remedies provided hereunder or by law, the Company will be entitled to recover from Employee as liquidated damages, an amount equal to Five Thousand Dollars ($5,000) for each phone located on any site where a communication has been made in violation of this subparagraph (c).

Noncompetition. During (a) Consultant expressly covenants and agrees that Consultant will not, during the Employment PeriodTerm and for a period of one (1) year thereafter, and following termination directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer or director, licensor or in any capacity whatsoever engage in, become financially interested in, be employed by, render consulting services to, or have any connection with, any business engaged in the design, development, marketing, installation or support of the Executive’s employment warehouse management systems or other computer integrated or turnkey systems or any business which provides products or services which are directly competitive with the Company, Holdco and any 's products or services as they exist on the date of their affiliates, during this Agreement in the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)United States; provided, however, that Consultant may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time three percent (3%) of any class of stock or securities of such company. (b) If any portion of the restrictions set forth in paragraph (a) should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. (c) Consultant declares that the foregoing will not prohibit time limitations are reasonable and properly required for the Executive from participating in or becoming associated with a person if (i) less than 10% adequate protection of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Consultant agrees to the reduction of either said territorial or time limitation to such area or period which said court shall have deemed reasonable. (d) The existence of any claim or cause of action by Consultant against the Company or any subsidiary of its subsidiaries or affiliates (the Company other than under this Agreement shall not constitute a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate defense to the conduct enforcement by the Company or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock foregoing restrictive covenants, but such claim or cause of a publicly-held corporation whose stock is traded on a national securities exchange action shall be litigated separately. (e) Subject to the foregoing, nothing in this Agreement shall prevent Consultant from accepting any employment or in an over-the-counter market)consulting engagements of any kind or from otherwise accepting any business opportunity.

Noncompetition. During The Executive acknowledges and agrees that in the Employment Periodperformance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and following termination potential customers of the Executive’s employment Company. The Executive also acknowledges that any Confidential Information gained by him during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company's business that the Executive not compete with the Company, Holdco and any of their affiliates, Company during the “Restriction Period” (Term and not compete with the Company for a reasonable period after the Term, as hereinafter defined)further provided in the following provisions. Accordingly, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including agrees that so long as he is an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business employee of the Company or any of its subsidiaries or affiliates and for 12 months thereafter: (a “Competitive Business”a) and (ii) the The Executive does will not, directly or indirectly, participate in, become associated withindividually or as a consultant to, or otherwise have responsibilities that relate to the conduct or operations ofemployee, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employeemanager, stockholder, partner, sole proprietormember or other owner or participant in any business entity, trusteeother than the Company or a Related Company, beneficiaryengage in or assist any other person or entity to engage in any business which directly or indirectly competes with any business in which the Company or any Related Company is engaging or in which the Company or any Related Company plans to engage or is actively evaluating engaging, agentduring or at the time of the termination of the Executive's engagement hereunder, representative, independent contractor, consultant, advisor, provider of personal services, creditoranywhere in the United States or anywhere else in the world where the Company or any Related Company does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner (other than by ownership of less than five one percent (1%) of the outstanding stock or any class of securities of any corporation or other entity which is publicly traded or privately held; and (b) The Executive will not, directly or indirectly, individually or as a publicly-held corporation whose stock is traded on consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company or any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the business relationship of the Company or any Related Company with, any person or entity who is, or was within the one year period immediately prior to the termination of the Executive's engagement hereunder, (i) employed by or a national securities exchange consultant to the Company or in an over-the-counter market)any Related Company or (ii) a customer or client of, supplier to or other party having material business relations with the Company or any Related Company.

Noncompetition. During the Employment Period(a) Subject to Section 5.18(b) below, and following termination in consideration of the Executive’s employment with Purchaser entering into this Agreement and in order that the CompanyPurchaser may enjoy the full benefit of the Assets and the Business, Holdco for a period of twenty four (24) months from and after the Closing Date (the “Noncompetition Period”), neither the Seller nor any of their affiliatesits Affiliates shall, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorindirectly, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that iscarry on, or intends to beparticipate in, engaged in any a business which is directly in competition with the Business (any such restricted activity, a “Competitive Business”). (b) Nothing in this Section 5.18 shall restrict the right of Seller and its Affiliates to, directly or indirectly: (i) continue to operate each of the businesses of Seller other than the Business (the “Existing Businesses”) in substantially the same manner as the Existing Businesses are currently conducted (including any business of the Company, Holdco substantially similar to an Existing Business acquired by Seller or any of their respective subsidiaries its Affiliates on or affiliates after the Closing Date to the extent such business is thereafter conducted in substantially the same manner as the Existing Businesses are currently conducted); (ii) transfer any geographic area Existing Business to any third party (including any third party engaged in which a Competitive Business); (iii) provide any service or carry out any activity that Seller or its Subsidiaries will be required to provide or carry out as a result of the Companyadoption of any consensus policy by the Internet Corporation for Assigned Names and Numbers; (iv) acquire or hold securities of any Person that is engaged in a Competitive Business, Holdco provided that such acquisition or holding of securities represents a passive investment for Seller or any of their respective subsidiaries its Affiliates and does not give Seller or affiliates operateany of its Affiliates the right to appoint directors or management of such Person or to otherwise exercise control over the management of such Person; or (v) acquire the majority of the voting securities of any Person, compete or are acquire the assets of a business, that is engaged in a Competitive Business, provided that such business Competitive Business (A) is terminated or at disposed of within twelve months after completion of such time intend so to operate, compete or become engaged in such business acquisition and (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (iB) represents less than 10% of the consolidated gross revenues generated by such acquired Person or business. (c) The Seller acknowledges and agrees that the remedy at law for any breach, or threatened breach, of any of the provisions of this Section 5.18 will be inadequate and, accordingly, the Seller covenants and agrees that the Purchaser shall, in addition to any other rights and remedies which the Purchaser may have at Law, be entitled to seek equitable relief, including injunctive relief, and to seek the remedy of specific performance with respect to any breach or threatened breach of such personcovenant, together with its affiliatesas may be available from any court of competent jurisdiction. In addition, derive from activities or businesses the Seller and the Purchaser agree that are in competition with any business the terms of the Company or covenant in this Section 5.18 are fair and reasonable in light of the Purchaser’s plans for the Assets and the Business and are necessary to accomplish the full transfer of the goodwill and other intangible assets contemplated hereby. In the event that any of its subsidiaries the covenants contained in this Section 5.18 shall be determined by any court of competent jurisdiction to be unenforceable for any reason whatsoever, then any such provision or affiliates (a “Competitive Business”) provisions shall not be deemed void, and (ii) the Executive does notparties hereto agree that said limits may be modified by the court and that said covenant contained in this Section 5.18 shall be amended in accordance with said modification, directly or indirectly, participate in, become associated with, or otherwise have responsibilities it being specifically agreed by the parties that relate it is their continuing desire that this covenant be enforced to the conduct full extent of its terms and conditions or operations of, any Competitive Business that is conducted by such person or if a division, group, or subsidiary or affiliate court finds the scope of such person. For purposes of this Agreementthe covenant unenforceable, the term “participate” includes any direct or indirect interest, whether court should redefine the covenant so as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)to comply with applicable Law.

Noncompetition. During the Employment PeriodPeriod and, and following in the case of a termination of the Executive’s Employee's employment with for Cause, for a period of six (6) months following the Companydate of termination of employment, Holdco and any or, in the case of their affiliatesa termination of the Employee's employment without Cause, during for a period of one day following the “Restriction date of termination of employment (the "Covered Period” (as hereinafter defined"), the Executive shall Employee agrees not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which is in competition with any business Competitive Activity within the States of New York, New Mexico, Texas and Wyoming. As used herein, the term "Competitive Activity" shall mean the following: (i) providing competitive services, other than on behalf of the Company, Holdco or to any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business Customer (a “Competitor”as defined below); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether serving as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditoragent or representative of, or owner (otherwise associating in any other capacity with, any person, corporation, partnership, limited liability company, sole proprietorship, association or other business enterprise, other than by ownership the Company, engaged in the business of less oil and gas exploration, drilling and production or any other business in which the Company is engaged (each, a "Competitive Enterprise"), or engaging individually in any Competitive Enterprise; (iii) owning or acquiring, directly or indirectly, any interest in any Competitive Enterprise (provided, however, the Employee shall be allowed to passively own for investment purposes, directly or indirectly, no more than five ten percent (10%) of the stock issued and outstanding publicly traded securities of any issuer engaged in a publicly-held corporation whose stock Competitive Enterprise); (iv) soliciting or inducing any partner, stockholder, member, principal, director, officer, employee, consultant, agent or other representative of the Company or one or more affiliates to leave the employ or retention of the Company or such affiliate or hiring away any of the foregoing persons; and/or (v) encouraging, requesting or advising, explicitly or implicitly, any Customer or supplier of the Company or one or more of its affiliates to withdraw, curtail or cancel its business relationships with the Company or any affiliate thereof (unless expressly requested to do so by the Company as part of the Employee's employment services provided hereunder). As used in this Section 9, the term "Customer" shall include any person who is traded on or was a national securities exchange customer of the Company or in an over-the-counter market)affiliate thereof at any time during the period commencing with the Employment Period through the end of the Covered Period.

Noncompetition. During The Executive acknowledges and agrees that in the Employment Periodperformance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and following termination potential customers and/or partners of the ExecutiveCompany. The Executive also acknowledges that any Confidential Information gained by his during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s employment business that the Executive not compete with the Company, Holdco and any of their affiliates, Company during the “Restriction Period” (Term and not compete with the Company for a reasonable period after the Term, as hereinafter defined)further provided in the following provisions. Accordingly, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including agrees that so long as he is an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business employee of the Company or any of its subsidiaries or affiliates and for 12 months thereafter: (a “Competitive Business”a) and (ii) the The Executive does will not, directly or indirectly, participate in, become associated withindividually or as a consultant to, or otherwise have responsibilities that relate to the conduct or operations ofemployee, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employeemanager, stockholder, partner, sole proprietormember or other owner or participant in any business entity, trusteeother than the Company or a Related Company, beneficiaryengage in or assist any other person or entity to engage in any business which directly or indirectly competes with any business in which the Company or any Related Company is engaging or in which the Company or any Related Company plans to engage or is actively evaluating engaging, agentduring or at the time of the termination of the Executive’s engagement hereunder, representative, independent contractor, consultant, advisor, provider of personal services, creditoranywhere in the United States or anywhere else in the world where the Company or any Related Company does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner (other than by ownership of less than five one percent (1%) of the outstanding stock or any class of securities of any corporation or other entity which is publicly traded or privately held; and (b) The Executive will not, directly or indirectly, individually or as a publicly-held corporation whose stock is traded on consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company or any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the business relationship of the Company or any Related Company with, any person or entity who is, or was within the one year period immediately prior to the termination of the Executive’s engagement hereunder, (i) employed by or a national securities exchange consultant to the Company or in an over-the-counter market)any Related Company or (ii) a customer or client of, supplier to or other party having material business relations with the Company or any Related Company.

Noncompetition. During In further consideration of the Employment Periodcompensation to be paid to Executive hereunder, she acknowledges that during the course of her employment with the Company and its Affiliates (including, without limitation, any predecessors thereof) she has become familiar with, and following termination during the course of her employment with the Company and its Affiliates she will become familiar with, the Company’s and its Affiliates’ trade secrets and with other Confidential Information. Executive acknowledges that her services shall be of special, unique and extraordinary value to the Company and its Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the marketplace depends substantially on the skills and expertise of the Executive’s employment with . Therefore, and in further consideration of the Companycompensation being paid to the Executive hereunder, Holdco and any of their affiliatesshe agrees that, during the “Restriction Period” Noncompete Period (as hereinafter defineddefined below), the Executive she shall not directly or indirectly participate in or permit his name directly or indirectly to be used by engage or become associated with (including interested in, whether as an advisorowner, representativegeneral partner, agentmember, promoterofficer, independent contractoremployee, provider consultant, director, stockholder or otherwise (other than passive ownership of personal services less than five percent (5%) of any class of securities of an entity, but without otherwise participating in the activities of such entity, whose securities are listed on a national or otherwiseregional securities exchange or stock market and have been registered under Section 12(g) any personof the Securities Exchange Act of 1934, corporationas amended), partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Companyprimary activity is the provision of products or services within the Restricted Territory (as defined below) that, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% as of the consolidated gross revenues Date of such personTermination, together with its affiliatesare competitive with, derive from activities are offered or businesses that are in competition with any business of being developed by the Company or any of its subsidiaries Subsidiaries, joint ventures or affiliates (a “Competitive Business”) and (ii) the Executive does notpartnerships, including, without limitation, if applicable, any business directly or indirectly, participate in, become associated withindirectly engaged in the business of operating or managing a home health practice or the acquisition of companies so engaged. The “Noncompete Period” shall mean the Employment Period and the period beginning on the Date of Termination and ending upon the second anniversary of the Date of Termination. “Restricted Territory” shall mean any state or territory of the United States in which the Company or its Subsidiaries are located or operate, or otherwise have responsibilities that relate is in the process of actively planning to the conduct or operations ofconducting operations, any Competitive Business that is conducted by as of the Date of Termination of the Employment Period; provided the foregoing shall not preclude or limit the Executive’s activities relating to Homecare Homebase so long as such person or a division, groupactivities do not entail the operation of home health agencies in the Restricted Area, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than activities approved by ownership of less than five percent written consent of the stock Board. Executive acknowledges that the geographic boundaries, scope of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)prohibited activities and the time duration are reasonable and are no broader than are necessary to protect legitimate business interests.

Noncompetition. During Provided the Employment PeriodCompany is not in breach of its obligations to make any of the payments or provide any of the benefits provided in Sections 4 through 10 of this Agreement, and following during the period beginning with the Executive’s termination of employment during the Term for any reason and ending on the 12-month anniversary of the Executive’s termination of employment (hereinafter be referred to as the “Restricted Period”), the Executive (i) shall not accept a position on the board of any business entity without the approval of the HRCC, which approval shall not be unreasonably withheld and (ii) shall not directly or indirectly, on the Executive’s own behalf or on behalf of any person or entity, compete with the Company by performing activities or duties substantially similar to the activities or duties performed by the Executive for the Company during the year preceding the Executive’s termination of employment for any business entity that is a Direct Competitor of the Company within the Restricted Area. A “Direct Competitor” of the Company is any business or operations in direct competition with the Company within the Restricted Area owned or operated by (i) PepsiCo, Inc.; (ii) Dr. Peppxx Xxxxxxx Group, Inc.; (iii) if PepsiCo, Inc. or Dr. Peppxx Xxxxxxx Group, Inc. do not have the highest or next highest market share among the producers and distributors of non-alcoholic beverages within the Restricted Area at the time the Executive’s employment terminates, then any company that has the highest or next highest market share among the producers and distributors of non-alcoholic beverages within the Restricted Area at the time the Executive’s employment with the Company, Holdco and Company terminates; or (iv) any of their affiliates, during company that provides bottling operations to the “Restriction Period” companies listed in subparts (as hereinafter definedi), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorii), representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (iiiii) within the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).Restricted #PageNum#

Noncompetition. During (i) the Employment Term of this Agreement, (ii) the Consulting Period, if any, under Paragraph 8(b) hereof, and following termination of (iii) the Executive’s employment with Additional Consulting Period, if the Company has elected to retain the Employee to serve as a consultant to the Company, Holdco and any of their affiliatesthe Employee shall not, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorindirectly, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business without the prior written consent of the Company, Holdco provide consultation services or otherwise provide services to (whether as an employee or a consultant, with or without pay), own, manage, operate, join, control, participate in, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that is then a competitor of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco including any entity engaged in the business of providing vehicle emissions testing services or services directly related thereto that comprise a material portion of the Company's business or any of their respective subsidiaries other business that is definitely planned by or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of is under development by the Company or any of its subsidiaries affiliates during the Employee's employment (if Employee is currently employed) or affiliates at the time of the Employee's date of termination (each such competitor a “Competitive Business”"Competitor of the Company"); PROVIDED, HOWEVER, that the "beneficial ownership" by the Employee, either individually or as a member of a "group" (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and Regulation 13D under the Exchange Act) of not more than five percent (ii5%) of the Executive does not, directly voting stock of any publicly held corporation shall not alone constitute a violation of this Agreement. It is further expressly agreed that the Company will or indirectly, participate in, become associated with, would suffer irreparable injury if the Employee were to compete with the Company or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of the Company in violation of this Agreement and that the Company would by reason of such person. For purposes competition be entitled to injunctive relief in a court of appropriate jurisdiction, and the Employee further consents and stipulates to the entry of such injunctive relief in such a court prohibiting the Employee from competing with the Company or any subsidiary or affiliates of the Company in violation of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Noncompetition. During Independent of any obligation under any other contract or agreement between Employee and the Employment PeriodCompany, and for a period of one (1) year following the termination of the ExecutiveEmployee’s employment relationship with the Company, Holdco and any of their affiliatesEmployee shall not, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including indirectly, whether as an advisorindividual for his own account, representativeor for or with any other person, agent, promoter, independent contractor, provider of personal services or otherwise) any personfirm, corporation, partnership, firmjoint venture, association association, or other enterprise or entity (a “person”) that iswhatsoever, which is or intends to be, be engaged in any biotechnology business which is in competition with any business of the Companyand, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Companymore particularly, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business that provides technologies for DNA/RNA analysis and purification utilizing DHPLC technologies (a “Competitor”); provided, however, that the foregoing will restrictions set forth in this clause shall not prohibit apply to involvement that consists solely of “beneficially owning,” as such term is used in Rule 13d-3 promulgated under the Executive from participating in Exchange Act 2% or becoming associated with a person if (i) less than 10% of the consolidated gross revenues outstanding securities of such any class of securities issued by a publicly-traded entity): (a) Solicit, interfere with, or endeavor to entice away from the Company, any person, together firm, corporation, partnership, or entity of any kind whatsoever, which was or is a client or licensor of the Company, for which the Company performed services, with its affiliatesrespect to any business, derive from activities product or businesses service that are in competition is competitive to the products or services offered by the Company, or under development by the Company, as of the date of the termination of Employee’s relationship with any business the Company. This restriction shall apply only to such clients or licensors of the Company as were serviced or solicited by Employee at any time during the one (1) year prior to the separation of Employee’s relationship with the Company, either as an independent contractor or as an employee of the Company; (b) Solicit or endeavor to induce any of its subsidiaries the Company’s employees or affiliates (a “Competitive Business”) and (ii) consultants to terminate their relationship with the Executive does not, directly or indirectly, participate in, become associated withCompany, or otherwise have responsibilities that relate take away such employees or consultants, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the conduct Company, either for Employee or operations of, for any Competitive Business that is conducted by such other person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).entity;

Noncompetition. During the Employment Period, and following termination (a) Each Seller who owns at least three percent (3%) of the Executive’s employment outstanding capital stock of the Company will, for a period of five (5) years from the Closing Date, refrain from, either alone or in conjunction with any other Person, or directly or indirectly through its present or future Affiliates: (i) employing, engaging or seeking to employ or engage any Person who within the Companyprior twenty-four (24) months had been an officer or employee of the Company or a Subsidiary, Holdco and unless such officer or employee (A) resigns voluntarily (without any solicitation from any Seller or any of their affiliates, during Affiliates) or (B) is terminated by the “Restriction Period” Company or any Subsidiary or Purchaser other than for cause after the Closing Date; (as hereinafter defined), the Executive shall not directly ii) causing or indirectly participate in or permit his name directly or indirectly attempting to be used by or become associated with cause (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwiseA) any personclient, corporation, partnership, firm, association customer or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business supplier of the CompanyCompany or any Subsidiary to terminate or materially reduce its business with the Company and the Subsidiaries or (B) any officer, Holdco employee or consultant of the Company or any Subsidiary to resign or sever a relationship with the Company or a Subsidiary; (iii) disclosing (unless compelled by judicial or administrative process) or using any confidential or secret information relating to the Company or any of the Subsidiaries or any of their respective subsidiaries clients, customers or affiliates suppliers; or (iv) participating or engaging in (other than through the ownership of five percent (5%) or less of any geographic area class of securities registered under the Securities Exchange Act of 1934, as amended), or otherwise lending assistance (financial or otherwise) to any Person participating or engaged in, any of the lines of business in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries the Subsidiaries is participating or affiliates engaged on the Closing Date in any jurisdiction. (a “Competitive Business”b) The parties hereto recognize that the Laws and public policies of the various states of the United States and foreign jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the provisions of this Section be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (iior the modification to conform to such Laws or policies) the Executive does not, directly or indirectly, participate in, become associated withof any provisions of this Section shall not render unenforceable, or otherwise have responsibilities that relate impair, the remainder of the provisions of this Section. Accordingly, if any provision of this Section shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate operation of such person. For purposes provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction. (c) The parties hereto acknowledge and agree that any remedy at Law for any breach of the provisions of this AgreementSection would be inadequate, and each Seller hereby consents to the term “participate” includes granting by any direct court of an injunction or indirect interestother equitable relief, whether as an officerwithout the necessity of actual monetary loss being proved, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider in order that the breach or threatened breach of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)such provisions may be effectively restrained.

Noncompetition. During 8.3.1 If the Employment PeriodCompany terminates Employee's employment for Cause, and following termination of the Executive’s as defined in Section 5.3, or Employee terminates his employment with the CompanyCompany other than for Good Reason, Holdco and as defined in Section 5.4, Employee will not, for the two (2) year period following the termination of Employee's employment under this Agreement, without the prior written consent of the Board, be or remain employed or retained by, or consult with or render any of their affiliatesservices for any person, during the “Restriction Period” (as hereinafter defined)firm, the Executive shall not partnership, joint venture, limited liability company, association, corporation or other business organization, entity or enterprise engaged in any business, which competes directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any the business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates affiliates, is engaged at any time during the term of this Agreement; provided, however, (i) nothing contained in this Section 8. 3.1 shall prevent Employee from being employed by a “Competitive Business”) company whose business activities compete, directly or indirectly, with the Company so long as Employee is employed in a capacity or a division, unit or separate portion of that other company which does not compete with the business of the Company, and (ii) the Executive does not, directly provisions of this Section 8.3.1 shall not apply if Employee elects to give notice of non-extension as provided in Section 2 prior to the end of the Initial Employment Term or indirectly, participate in, become associated withany one-year renewal period thereafter. Employee hereby further agrees that Employee will not solicit or endeavor to entice away from the Company, or otherwise any of its affiliates or subsidiaries, any person who is, or was during the then most recent twelve month period, employed by or associated with the Company, nor will Employee solicit or endeavor to entice away from the Company, or any of its affiliates or subsidiaries, any person or entity who is, or was within the then most recent twelve month period, a customer, client or prospect of the Company. The period during which the obligations of this Section 8.3 shall apply to Employee shall be extended by a period of time equal to any period during which Employee shall be in breach of such obligations. 8.3.2 If the Company gives Employee notice of its intention not to extend this Agreement for an additional one-year period beyond December 31, 1999 in accordance with Section 2 above, the Company, in its sole discretion, shall have responsibilities that relate the option and right, by giving notice to Employee and paying to Employee an amount equal to Employee's Base Salary as currently in effect (such amount to be payable at intervals consistent with the Company's payroll practices for other senior executives) to prevent Employee from competing with the Company for a period of one (1) year following the termination of Employee's employment under this Agreement in the same manner as set forth in Section 8.3.1 above. 8.3.3 If this Agreement is extended for additional one-year periods beyond December 31, 1999 in accordance with Section 2 above and, thereafter, either (i) the Company gives Employee notice of its intention not to extend the terms of this Agreement for additional one-year periods, or (ii) the Company terminates Employee without Cause, or (iii) Employee resigns for Good Reason, the Company, in its sole discretion, shall have the option and right, by giving notice to Employee and paying to Employee an amount equal to Employee's Base Salary as currently in effect (such amount to be payable at intervals consistent with the Company's payroll practices for other senior executives) to prevent Employee from competing with the Company for a period of one (1) year following the termination of Employee's employment under this Agreement in the same manner as set forth in Section 8.3.1. 8.3.4 Employee shall not be required to mitigate the amount of any payment provided in Sections 8.3.2 and 8.3.3 by seeking other employment; provided, however, if Employee violates or breaches the non-competition provisions set forth in Sections 8.3.2 and 8.3.3, the amount of any payment provided in Sections 8.3.2 and 8.3.3 will be discontinued, in addition to all other legal and equitable remedies available to the conduct Company. 8.3.5 The restrictions set forth in this Section 8 are considered by the parties to be reasonable. However, if any such restriction is found to be unenforceable because it extends for too long a period of time or operations ofover too great a range of activities or is too broad a geographic area, any Competitive Business that is conducted by such person it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. In the event of a breach or a division, group, or subsidiary or affiliate of such person. For purposes threatened breach of this AgreementSection 8, the term “participate” includes Company shall be entitled to an injunction restraining Employee from committing or continuing such breach, as well as to any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (and all other than legal and equitable remedies permitted by ownership of less than five percent of law but only if the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Company has fulfilled all its obligations to Employee pursuant to this Agreement.

Noncompetition. During (a) The Executive acknowledges and recognizes the Employment Period, highly competitive nature of the business of the Company and following termination its Affiliates and accordingly agrees that during the term of the Executive’s employment with and for a period of one (1) year after the Company, Holdco and any of their affiliates, during the “Restriction Period” termination thereof: (as hereinafter defined), i) the Executive shall will not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which is in competition with any line of business of conducted by the Company, Holdco Company or any of their respective subsidiaries or affiliates in any geographic area in which the Companyits Affiliates, Holdco or any including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 101% of the consolidated gross revenues outstanding capital stock of such persona publicly traded corporation), together with its affiliatesconsultant, derive from activities advisor, agent or businesses that are sales representative, in competition with any business Restricted Territory; (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its subsidiaries or affiliates Affiliates; (a “Competitive Business”) and (iiiii) the Executive does not, will not directly or indirectly, participate in, become associated withindirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or otherwise (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have responsibilities ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. Notwithstanding the foregoing, the Executive may serve as an advisor to any person or entity that relate is not directly engaged in a business which is in competition with any line of business conducted by the Company or any of its Affiliates after the Executive receives the Company’s written permission, which shall not be unreasonably withheld. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the conduct covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or operations ofany part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any Competitive Business that other restriction contained in this Agreement is conducted by such person or a divisionan unenforceable restriction against the Executive, group, or subsidiary or affiliate of such person. For purposes the provisions of this AgreementAgreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the term “participate” includes enforceability of any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)other restrictions contained herein.

Noncompetition. During Executive agrees that during the Employment Period, and following termination period of the Executive’s her employment with the CompanyCompany and for the one (1) year period immediately following (i) termination of such employment for any reason by the Company for Cause or by Executive without Good Reason or (ii) termination of such employment by the Company without Cause or by the Executive with Good Reason, Holdco unless Executive agrees at such time in writing within 5 days of such termination to waive her rights to receive the amounts set forth in clauses (ii) and any (iii) of their affiliateseach of Sections 5(b) and (c) above (in which case the provisions of this Section 6(a) shall not apply, during it being understood that Executive shall still be required to deliver the “Restriction Period” release of claims described in each of Sections 5(b) and (as hereinafter definedc) above in order to receive the rights set forth in clauses (i) and (iv) of each of Section 5(b) and (c) above), the . Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including indirectly, either as an advisor, representativea principal, agent, promoteremployee, independent contractoremployer, provider consultant, partner, shareholder of personal services a closely held corporation or otherwiseshareholder in excess of five (5%) any person, percent of a publicly traded corporation, partnership, firm, association corporate officer or other enterprise or entity (a “person”) that isdirector, or intends to bein any other individual or representative capacity, engaged engage or otherwise participate in any manner or fashion in any business which that is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated manner whatsoever with a person if (i) less more than 1020% of the consolidated gross revenues of such person, together with its affiliates, derive from business activities or businesses that are in competition with any business of the Company or any its affiliates in the United States. Executive further covenants and agrees that this restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does notaffiliates, directly or indirectlyimposes no undue hardship on Executive, participate in, become associated with, or otherwise have responsibilities that relate is not injurious to the conduct or operations ofpublic, and that any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes violation of this Agreement, the term “participate” includes restrictive covenant shall be specifically enforceable in any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)court with jurisdiction upon short notice.

Noncompetition. During (a) Executive expressly acknowledges that, in order to protect the Employment PeriodCompany, and following termination of the Executive’s employment persons and entities that do business with the Company, Holdco and any it is an essential condition of their affiliates, his employment that Executive agrees that during the “Restriction Period” Term of this Agreement and (unless this Agreement is terminated as hereinafter defined)a result of a Termination Without Cause or a Resignation For Good Reason): (i) for a period of one (1) year thereafter, the Executive shall will not directly or indirectly participate in indirectly, for his own account or permit his name directly on behalf of any other person or indirectly to be used by or become associated with (including as an advisoremployee, representativeconsultant, manager, agent, promoterbroker, independent contractorstockholder, provider director or officer of personal services or otherwise) any person, a corporation, partnershipinvestor, firmowner, association or other enterprise or entity (a “person”) that islender, partner, joint venturer, or intends to be, engaged otherwise engage in any business which is then directly engaged in competition the exploration, drilling or production of natural gas or oil, within any one (1) mile radius from any property in which the Company has an ownership, leasehold or participation interest at the date of such termination; (ii) for a period of one (1) year thereafter (i) solicit, entice or induce any Customer (as defined below) of the Company to cease or limit its business with the Company (except if and to the extent directed to do so by the Chairman, Vice Chairman or Board of Directors of the Company), or to become a customer, supplier, vendor or client of any other person (including, without limitation, Executive, individually) or entity engaged in any activity or business competitive with the Company if as a consequence thereof such party shall reduce the business it does with the Company or (ii) interfere with the relationship between the Company and any Customer, and Executive shall not cause, assist or facilitate any person or entity in taking any such prohibited actions; (iii) for a period of one (1) year thereafter, solicit, attempt to solicit or entice away from the Company’s employment, any employee of the Company, Holdco or any of their respective subsidiaries disrupt or affiliates in any geographic area in which interfere with, or attempt to disrupt or interfere with, the Company, Holdco or ’s relationship with any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliatesand Executive shall not cause, derive from activities assist or businesses that are facilitate any person or entity in competition with taking any business of such prohibited action; (iv) disparage the Company or any of its subsidiaries shareholders, directors, officers, employees or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly agents or indirectly, participate in, become associated with, or otherwise have responsibilities take any actions that relate are harmful to the conduct Company’s goodwill with its customers, employees or operations of, the public; and (v) engage in any Competitive Business that act or practice the purpose of which is conducted by such person to evade the provisions of this covenant not to compete or a division, group, or subsidiary or affiliate to commit any act which adversely affects the business of such personthe Company. For purposes of this Agreement, a “Customer” of the term “participate” includes Company shall mean any direct person or indirect interestentity, who or which is, or was at any time within the prior one year period, a purchaser of goods or services from the Company, a landlord, sublandlord, licensor, licensee or supplier of (or prospective purchaser, landlord, sublandlord, licensor, licensee or supplier, provided the Company was in active discussions with such party prior to the termination of this Agreement), to or from the Company, as the case may be. (b) It is understood by Executive that the covenants contained in this Section 22 are essential elements of this Agreement and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement and would not pay Executive the agreed compensation for his services. Executive acknowledges that the provisions of this Section 22 are reasonable and necessary for the protection of the Company and that enforcement of the provisions of this Section 22 shall not result in an unreasonable deprivation of the right of Executive to earn a living. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. The covenants of Executive in this Section 22 shall be construed as an officeragreements independent of any provision in this Agreement. In the event a court of competent jurisdiction determines that the provisions of this Section 22 are excessively broad as to duration, directorgeographical scope or activity, employeeit is expressly agreed that Section 22 shall be construed so that the remaining provisions shall not be affected, partnerbut shall remain in full force and effect, sole proprietorand any such overbroad provisions shall be deemed, trusteewithout further action on the part of any person, beneficiaryto be modified, agentamended and/or limited, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of but only to the stock of a publicly-held corporation whose stock is traded on a national securities exchange or extent necessary to render the same valid and enforceable in an over-the-counter market)such jurisdiction.

Noncompetition. During Until the Employment Period, and following later of (a) five (5) years after completion of the Merger or (b) three (3) years after termination of the Executive’s Stockholder's employment with the CompanyParent, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive Stockholder shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, without the prior written consent of Parent, (i) own, manage, operate, join, control, finance or participate inin the ownership, become associated withmanagement, operation, control or financing of, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether be connected as an officer, director, employee, partner, sole proprietor, trustee, beneficiaryprincipal, agent, representative, independent contractor, consultant, advisorlicensor, provider licensee or otherwise with, any business or enterprise engaged in any business which is competitive with the business of personal servicesCompany, creditorwithin each of the geographical units which are listed in Appendix A hereto (the "Territory"), or owner (ii) engage in any other manner, within the Territory, in any business which is competitive with the business of Company. For the purposes of this Section 3, the "business of Company" shall be defined as set forth in Appendix B hereto (which also includes a list of companies deemed by the parties to be in competition with the business of Company and therefore covered by the terms of this Noncompetition Agreement). Notwithstanding the above, Stockholder shall not be deemed to be engaged directly or indirectly in any business in contravention of subparagraphs (i) or (ii) above, if (x) Stockholder participates in any such business solely as a passive investor in up to 1% of the equity securities of a company or partnership, the securities of which are publicly traded, or (y) Stockholder is employed by a business or enterprise that is engaged primarily in a business other than by ownership the business of less than five percent Company and Stockholder does not apply his expertise at such business or enterprise to that part of such business or enterprise that is or could be competitive with the stock business of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Company.

Noncompetition. During The Participant agrees with the Employment PeriodCompany that, for as long as the Participant is employed by the Company or any of its Subsidiaries and continuing for twelve (12) months (or such longer period as may be provided in an employment or similar agreement between the Participant and the Company or one of its Subsidiaries or as provided in the last sentence of this Section 4) following a termination of the Executive’s such employment with the Company, Holdco and under Sections 3(a)(v) or (vi) of this Agreement or that occurs after any of their affiliates, during the “Restriction Period” (as hereinafter defined)Market Share Units have vested, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorParticipant will not, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business without the prior written consent of the Company, Holdco directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, engage or otherwise become involved in a Competing Business in the Americas, Europe, Middle East or Asia, or in any other geographic area throughout the world (a) in which the Company or any of their respective subsidiaries or affiliates its Subsidiaries has engaged in any geographic of the activities that comprise a Competing Business during the Participant’s employment, or (b) in which the Participant has knowledge of the Company’s plans to engage in any of the activities that comprise a Competing Business (including, without limitation, in any area in which any customer of the Company, Holdco Company or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”its Subsidiaries may be located); provided, however, that the foregoing will not prohibit provisions of this Section 4 shall apply solely to those activities of a Competing Business, with which the Executive from participating in Participant was personally involved or becoming associated with a person if (i) less than 10% of for which the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of Participant was responsible while employed by the Company or any its Subsidiaries during the twelve (12) month period preceding termination of its subsidiaries the Participant’s employment. This Section 4 will not be violated, however, by the Participant’s investment of up to US$100,000 in the aggregate in one or affiliates (more publicly-traded companies that engage in a “Competitive Competing Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes The restrictions of this Agreement, Section 4 shall also apply during the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or continued settlement period after Retirement described in an over-the-counter marketSection 3(a)(vi).

Noncompetition. During the Employment PeriodPeriod and, and following in the case of a termination of the ExecutiveEmployee’s employment with for Cause, for a period of six (6) months following the Companydate of termination of employment, Holdco and any or, in the case of their affiliatesa termination of the Employee’s employment without Cause, during for a period of one day following the date of termination of employment (the “Restriction Covered Period” (as hereinafter defined”), the Executive shall Employee agrees not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which is in competition with any business Competitive Activity within the States of New York, California and Wyoming. As used herein, the term “Competitive Activity” shall mean the following: (i) providing competitive services, other than on behalf of the Company, Holdco or to any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business Customer (a “Competitor”as defined below); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether serving as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditoragent or representative of, or owner (otherwise associating in any other capacity with, any person, corporation, partnership, limited liability company, sole proprietorship, association or other business enterprise, other than by ownership the Company, engaged in the business of less oil and gas exploration, drilling and production or any other business in which the Company is engaged (each, a “Competitive Enterprise”), or engaging individually in any Competitive Enterprise; (iii) owning or acquiring, directly or indirectly, any interest in any Competitive Enterprise (provided, however, the Employee shall be allowed to passively own for investment purposes, directly or indirectly, no more than five ten percent (10%) of the stock issued and outstanding publicly traded securities of any issuer engaged in a publicly-held corporation whose stock Competitive Enterprise); (iv) soliciting or inducing any partner, stockholder, member, principal, director, officer, employee, consultant, agent or other representative of the Company or one or more affiliates to leave the employ or retention of the Company or such affiliate or hiring away any of the foregoing persons; and/or (v) encouraging, requesting or advising, explicitly or implicitly, any Customer or supplier of the Company or one or more of its affiliates to withdraw, curtail or cancel its business relationships with the Company or any affiliate thereof (unless expressly requested to do so by the Company as part of the Employee’s employment services provided hereunder). As used in this Section 9, the term “Customer” shall include any person who is traded on or was a national securities exchange customer of the Company or in an over-the-counter market)affiliate thereof at any time during the period commencing with the Employment Period through the end of the Covered Period.

Noncompetition. During the Employment PeriodPeriod and, and following in the case of a termination of the ExecutiveEmployee’s employment with for Cause, for a period of six (6) months following the Companydate of termination of employment, Holdco and any or, in the case of their affiliatesa termination of the Employee’s employment without Cause, during for a period of one day following the date of termination of employment (the “Restriction Covered Period” (as hereinafter defined”), the Executive shall Employee agrees not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which is in competition with any business Competitive Activity within the States of New York, California, New Mexico, Texas and Wyoming. As used herein, the term “Competitive Activity” shall mean the following: (i) providing competitive services, other than on behalf of the Company, Holdco or to any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business Customer (a “Competitor”as defined below); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether serving as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditoragent or representative of, or owner (otherwise associating in any other capacity with, any person, corporation, partnership, limited liability company, sole proprietorship, association or other business enterprise, other than by ownership the Company, engaged in the business of less oil and gas exploration, drilling and production or any other business in which the Company is engaged (each, a “Competitive Enterprise”), or engaging individually in any Competitive Enterprise; (iii) owning or acquiring, directly or indirectly, any interest in any Competitive Enterprise (provided, however, the Employee shall be allowed to passively own for investment purposes, directly or indirectly, no more than five ten percent (10%) of the stock issued and outstanding publicly traded securities of any issuer engaged in a publicly-held corporation whose stock Competitive Enterprise); (iv) soliciting or inducing any partner, stockholder, member, principal, director, officer, employee, consultant, agent or other representative of the Company or one or more affiliates to leave the employ or retention of the Company or such affiliate or hiring away any of the foregoing persons; and/or (v) encouraging, requesting or advising, explicitly or implicitly, any Customer or supplier of the Company or one or more of its affiliates to withdraw, curtail or cancel its business relationships with the Company or any affiliate thereof (unless expressly requested to do so by the Company as part of the Employee’s employment services provided hereunder). As used in this Section 9, the term “Customer” shall include any person who is traded on or was a national securities exchange customer of the Company or in an over-the-counter market)affiliate thereof at any time during the period commencing with the Employment Period through the end of the Covered Period.

Noncompetition. During (a) The Executive expressly acknowledges that, in order to protect the Employment PeriodCompany, and following termination of the Executive’s employment persons and entities that do business with the Company, Holdco and any it is an essential condition of their affiliates, his employment that the Executive agrees that during the “Restriction Period” Term of this Agreement and (unless this Agreement is terminated as hereinafter defined)a result of a Termination Without Cause or a Resignation For Good Reason): (i) for a period of one (1) year thereafter, the Executive shall will not directly or indirectly participate in indirectly, for his own account or permit his name directly on behalf of any other person or indirectly to be used by or become associated with (including as an advisoremployee, representativeconsultant, manager, agent, promoterbroker, independent contractorstockholder, provider director or officer of personal services or otherwise) any person, a corporation, partnershipinvestor, firmowner, association or other enterprise or entity (a “person”) that islender, partner, joint venturer, or intends to be, engaged otherwise engage in any business which is then directly engaged in competition the exploration, drilling or production of natural gas or oil, within the area contemplated in that certain Area of Mutual Interest Agreement dated November 17, 2003 between the Company and Vaquero Oil & Gas, Inc.; (ii) for a period of one (1) year thereafter (i) solicit, entice or induce any Customer (as defined below) of the Company to cease or limit its business with the Company (except if and to the extent directed to do so by the Chairman, Vice Chairman or Board of Directors of the Company), or to become a customer, supplier, vendor or client of any other person (including, without limitation, Executive, individually) or entity engaged in any activity or business competitive with the Company if as a consequence thereof such party shall reduce the business it does with the Company or (ii) interfere with the relationship between the Company and any Customer, and Executive shall not cause, assist or facilitate any person or entity in taking any such prohibited actions; (iii) for a period of one (1) year thereafter, solicit, attempt to solicit or entice away from the Company's employment, any employee of the Company, Holdco or any of their respective subsidiaries disrupt or affiliates in any geographic area in which interfere with, or attempt to disrupt or interfere with, the Company, Holdco or 's relationship with any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliatesand Executive shall not cause, derive from activities assist or businesses that are facilitate any person or entity in competition with taking any business of such prohibited action; (iv) disparage the Company or any of its subsidiaries shareholders, directors, officers, employees or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly agents or indirectly, participate in, become associated with, or otherwise have responsibilities take any actions that relate are harmful to the conduct Company's goodwill with its customers, employees or operations of, the public; and (v) engage in any Competitive Business that act or practice the purpose of which is conducted by such person to evade the provisions of this covenant not to compete or a division, group, or subsidiary or affiliate to commit any act which adversely affects the business of such personthe Company. For purposes of this Agreement, a "Customer" of the term “participate” includes Company shall mean any direct person or indirect interestentity, who or which is, or was at any time within the prior one year period, a purchaser of goods or services from the Company, a landlord, sublandlord, licensor, licensee or supplier of (or prospective purchaser, landlord, sublandlord, licensor, licensee or supplier, provided the Company was in active discussions with such party prior to the termination of this Agreement), to or from the Company, as the case may be. (b) It is understood by the Executive that the covenants contained in this Section 21 are essential elements of this Agreement and that, but for the agreement of the Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement and would not pay Executive the agreed compensation for his services. Executive acknowledges that the provisions of this Section 21 are reasonable and necessary for the protection of the Company and that enforcement of the provisions of this Section 21 shall not result in an unreasonable deprivation of the right of Executive to earn a living. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. The covenants of Executive in this Section 21 shall be construed as an officeragreements independent of any provision in this Agreement. In the event a court of competent jurisdiction determines that the provisions of this Section 21 are excessively broad as to duration, directorgeographical scope or activity, employeeit is expressly agreed that Section 21 shall be construed so that the remaining provisions shall not be affected, partnerbut shall remain in full force and effect, sole proprietorand any such overbroad provisions shall be deemed, trusteewithout further action on the part of any person, beneficiaryto be modified, agentamended and/or limited, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of but only to the stock of a publicly-held corporation whose stock is traded on a national securities exchange or extent necessary to render the same valid and enforceable in an over-the-counter market)such jurisdiction.

Noncompetition. During (a) Except as provided below, during the Employment PeriodRestrictive Period (as defined below), the Stockholder shall not, within the United States of America and following termination of all territories, possessions and commonwealths thereof (including Puerto Rico, Guam and the Executive’s employment U.S. Virgin Islands) or anywhere in the World where the Company conducts or solicits business, including, but not limited to, those countries listed on EXHIBIT A attached hereto: (i) directly or indirectly, alone or with others, engage in any activity that is the same as, similar to or otherwise competitive with the Company's Business; (ii) be or become an employee, Holdco and officer, director, stockholder, owner, corporate affiliate, salesperson, co-owner, partner, trustee, promoter, founder, technician, engineer, analyst, agent, representative, material supplier, investor or lender, compensated consultant, advisor or manager of, or otherwise acquire or hold any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate interest in or otherwise engage in the providing of services to, any person or entity that engages in a business that is the same as, similar to or otherwise competitive with the Company's Business; or (iii) permit his Stockholder's name directly or indirectly to be used by in connection with a business that is the same as, similar to or become associated otherwise competitive with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)Company Business; provided, however, that nothing in this Section 2 shall prevent Stockholder from (A) owning as a passive investment less than 2.5% of the foregoing will outstanding shares of the capital stock of a publicly-held corporation engaged in a business that is the same as, similar to or otherwise competitive with the Company's Business if Stockholder is not prohibit otherwise associated directly or indirectly with such corporation or any affiliate of such corporation, (B) owning less than a 5% interest in a venture capital fund, or (C) serving as an employee or consultant to the Executive from participating Company or owning capital stock of Buyer or its successors in interest. (b) Stockholder agrees to, and agrees that Buyer, Company and their respective officers, directors, employees, agents and representatives may (after providing 10 days written notice of the intent to do so), during the Restrictive Period, inform any person or becoming associated with a person if entity for whom Stockholder performs services (or proposes to perform services) of the Stockholder's restrictions and undertakings hereunder. (c) During the Restrictive Period, without the Buyer's written consent, Stockholder shall not, either in his individual capacity or as an agent for or on behalf of another: (i) less than 10% hire or offer to hire (as an employee, independent contractor or otherwise) any of the consolidated gross revenues officers or employees of such personBuyer or its direct or indirect subsidiaries, together including the Company; (ii) entice away or in any other manner persuade or attempt to persuade any of the any of the officers or employees of Buyer or its direct or indirect subsidiaries, including the Company, to discontinue their relationship with the Company or Buyer; (iii) contract, solicit, divert, or attempt to divert from Buyer or its affiliatesdirect or indirect subsidiaries, derive from activities or businesses that are in competition with including the Company, any business whatsoever by influencing or attempting to influence any customer of the Buyer or its direct or indirect subsidiaries, including the Company, or any prospective client or customer with whom the Buyer or any of its direct or indirect subsidiaries, including the Company, has engaged in sales discussions prior to the termination of this Agreement; or (iv) contract, solicit, divert, or attempt to divert from the Buyer or any of its direct or indirect subsidiaries, including the Company, any supplier or vendor. (d) Stockholder agrees that he will not engage in any action or make any public or private comments (i) that disparages, disrupts or impairs Buyer's or the Company's normal operations or harms the reputation of Buyer, the Company or any of its subsidiaries their directors, xxxicers or affiliates (a “Competitive Business”) and employees with any of the Company's customers, suppliers or vendors, lenders or the public, or (ii) that interferes with Buyer's or the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. Company's existing contractual relationships. (e) For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of following terms have the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).meanings given thereto:

Noncompetition. During Executive agrees that during the Employment Period, and following termination period of the Executive’s his employment with the CompanyCompany and for the one (1) year period immediately following (i) termination of such employment for any reason by the Company for Cause or by Executive without Good Reason or (ii) termination of such employment by the Company without Cause or by the Executive with Good Reason, Holdco unless Executive agrees at such time in writing within 5 days of such termination to waive his rights to receive the amounts set forth in clauses (ii) and any (iii) of their affiliateseach of Sections 5(b) and (c) above (in which case the provisions of this Section 6(a) shall not apply, during it being understood that Executive shall still be required to deliver the “Restriction Period” release of claims described in each of Sections 5(b) and (as hereinafter definedc) above in order to receive the rights set forth in clauses (i) and (iv) of each of Section 5(b) and (c) above), the . Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including indirectly, either as an advisor, representativea principal, agent, promoteremployee, independent contractoremployer, provider consultant, partner, shareholder of personal services a closely held corporation or otherwiseshareholder in excess of five (5%) any person, percent of a publicly traded corporation, partnership, firm, association corporate officer or other enterprise or entity (a “person”) that isdirector, or intends to bein any other individual or representative capacity, engaged engage or otherwise participate in any manner or fashion in any business which that is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated manner whatsoever with a person if (i) less more than 1020% of the consolidated gross revenues of such person, together with its affiliates, derive from business activities or businesses that are in competition with any business of the Company or any its affiliates in the United States. Executive further covenants and agrees that this restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does notaffiliates, directly or indirectlyimposes no undue hardship on Executive, participate in, become associated with, or otherwise have responsibilities that relate is not injurious to the conduct or operations ofpublic, and that any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes violation of this Agreement, the term “participate” includes restrictive covenant shall be specifically enforceable in any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)court with jurisdiction upon short notice.

Noncompetition. During Except in the Employment Periodevent that the Employee Separates from Service without Just Cause or for Good Reason (as such terms are defined in Section 8(c) and Section 8(e), and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesrespectively), during the “Restriction Period” (as hereinafter defined)period of her employment hereunder, and for a period of one year following the termination hereof, the Executive Employee shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly: (i) As owner, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employeestockholder, partnerinvestor, sole proprietor, trusteeorganizer or otherwise, beneficiaryengage in the same trade or business as the Bank, agentas conducted on the date hereof, representativewhich would conflict with the interests of the Bank or in a trade or business competitive with that of the Bank, independent contractorwhich would conflict with the interests of the Bank, consultantas conducted on the date hereof; or (ii) Offer or provide employment (whether such employment is with the Employee or any other business or enterprise), advisoreither on a full-time or part-time or consulting basis, provider of personal services, creditorto any person who then currently is, or owner who within one (other than by ownership 1) year prior to such offer or provision of less than five percent employment has been, a management-level employee of the Bank. This subsection 6(c)(ii) shall only apply in the event the Employee has a voluntary Separation from Service. The restrictions contained in this paragraph upon the activities of the Employee following Separation from Service shall be limited to the following geographic areas (hereinafter referred to as “Restricted Geographical Area”): (1) Terre Haute, Indiana; and (2) The 00-xxxx xxxxxx xx Xxxxx Xxxxx, Xxxxxxx. Nothing contained in this subsection shall prevent or limit the Employee’s right to invest in the capital stock or other securities of any business dissimilar from that of the Bank or, solely as a publiclypassive or minority investor, in any business. If the Employee does not comply with the provisions of this Section, the one-held corporation whose stock is traded on a national securities exchange year period of non-competition provided herein shall be tolled and deemed not to run during any period(s) of noncompliance, the intention of the parties being to provide one full year of non-competition by the Employee after the termination or in an over-the-counter market)expiration of this Agreement.

Noncompetition. During (a) Executive expressly acknowledges that, in order to protect the Employment PeriodCompany, and following termination of the Executive’s employment persons and entities that do business with the Company, Holdco and any it is an essential condition of their affiliates, his employment that Executive agrees that during the “Restriction Period” Term of this Agreement and (unless this Agreement is terminated as hereinafter defined)a result of a Termination Without Cause or a Resignation For Good Reason): (i) for a period of one (1) year thereafter, the Executive shall will not directly or indirectly participate in indirectly, for his own account or permit his name directly on behalf of any other person or indirectly to be used by or become associated with (including as an advisoremployee, representativeconsultant, manager, agent, promoterbroker, independent contractorstockholder, provider director or officer of personal services or otherwise) any person, a corporation, partnershipinvestor, firmowner, association or other enterprise or entity (a “person”) that islender, partner, joint venturer, or intends to be, engaged otherwise engage in any business which is then directly engaged in competition the exploration, drilling or production of natural gas or oil, within any one (1) mile radius from any property in which the Company has an ownership, leasehold or participation interest at the date of such termination; (ii) for a period of one (1) year thereafter (i) solicit, entice or induce any Customer (as defined below) of the Company to cease or limit its business with the Company (except if and to the extent directed to do so by the Chairman, Vice Chairman or Board of Directors of the Company), or to become a customer, supplier, vendor or client of any other person (including, without limitation, Executive, individually) or entity engaged in any activity or business competitive with the Company if as a consequence thereof such party shall reduce the business it does with the Company or (ii) interfere with the relationship between the Company and any Customer, and Executive shall not cause, assist or facilitate any person or entity in taking any such prohibited actions; (iii) for a period of one (1) year thereafter, solicit, attempt to solicit or entice away from the Company’s employment, any employee of the Company, Holdco or any of their respective subsidiaries disrupt or affiliates in any geographic area in which interfere with, or attempt to disrupt or interfere with, the Company, Holdco or ’s relationship with any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliatesand Executive shall not cause, derive from activities assist or businesses that are facilitate any person or entity in competition with taking any business of such prohibited action; (iv) disparage the Company or any of its subsidiaries shareholders, directors, officers, employees or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly agents or indirectly, participate in, become associated with, or otherwise have responsibilities take any actions that relate are harmful to the conduct Company’s goodwill with its customers, employees or operations of, the public; and (v) engage in any Competitive Business that act or practice the purpose of which is conducted by such person to evade the provisions of this covenant not to compete or a division, group, or subsidiary or affiliate to commit any act which adversely affects the business of such personthe Company. For purposes of this Agreement, a “Customer” of the term “participate” includes Company shall mean any direct person or indirect interestentity, who or which is, or was at any time within the prior one year period, a purchaser of goods or services from the Company, a landlord, sublandlord, licensor, licensee or supplier of (or prospective purchaser, landlord, sublandlord, licensor, licensee or supplier, provided the Company was in active discussions with such party prior to the termination of this Agreement), to or from the Company, as the case may be. (b) It is understood by Executive that the covenants contained in this Section 23 are essential elements of this Agreement and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement and would not pay Executive the agreed compensation for his services. Executive acknowledges that the provisions of this Section 23 are reasonable and necessary for the protection of the Company and that enforcement of the provisions of this Section 23 shall not result in an unreasonable deprivation of the right of Executive to earn a living. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. The covenants of Executive in this Section 23 shall be construed as an officeragreements independent of any provision in this Agreement. In the event a court of competent jurisdiction determines that the provisions of this Section 23 are excessively broad as to duration, directorgeographical scope or activity, employeeit is expressly agreed that Section 23 shall be construed so that the remaining provisions shall not be affected, partnerbut shall remain in full force and effect, sole proprietorand any such overbroad provisions shall be deemed, trusteewithout further action on the part of any person, beneficiaryto be modified, agentamended and/or limited, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of but only to the stock of a publicly-held corporation whose stock is traded on a national securities exchange or extent necessary to render the same valid and enforceable in an over-the-counter market)such jurisdiction.

Noncompetition. During Executive acknowledges that the Employment PeriodBusiness was conducted prior to the date of this Agreement by the Company throughout North America, South America and following termination Europe (the "Restricted Area") and, therefore, agrees that, during the term of the Executive’s his employment with the CompanyCompany and for five (5) years after the termination of his employment with the Company for any reason, Holdco and any of their affiliateshe shall not, during without the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business prior written consent of the Company, Holdco directly or any of their respective subsidiaries or affiliates in any geographic area in which the Companyindirectly, Holdco or any of their respective subsidiaries or affiliates own, develop, manage, operate, compete join, control or are engaged participate in such business the ownership, management, operation or at such time intend so to operatecontrol of, compete or become engaged in such business (a “Competitor”); providedan employee or independent contractor of, howeveror consultant to, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of which competes with the Business as conducted by the Company or any of its subsidiaries subsidiary companies, or affiliates any of its successors in the past, during the term of Executive's employment hereunder, for the duration of Executive's agreement not to compete pursuant to this Section 5.3., by selling such products, or providing such services, as the Company, or any of its subsidiary companies, or any of its successors, sells or provides. This restriction will apply within the Restricted Area. The foregoing notwithstanding, nothing herein shall be construed so as to prohibit or restrict Executive from (i) activities of the type described above where the business is not a “Competitive Business”CRO (or is not then contemplated to be a CRO) and but is a manufacturer of pharmaceuticals, therapeutics or diagnostics provided that such manufacturer is not a customer for which the Business has provided services within the one-year period preceding the Executive's employment with the manufacturer, or (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of owning less than five percent (5%) of the outstanding common stock of any corporation, the stock of a publicly-held corporation whose stock which is publicly traded on a national securities exchange or in an the over-the-counter market), that competes with the Company. Executive further agrees that, during his employment with the Company, he shall use his best efforts to preserve the Business and the organization of the Company, to keep available to the Company the services of its employees, and to preserve for the Company its and his favorable business relationships with suppliers, customers and others with whom the Company and Executive have business relationships.

Noncompetition. During (i) Unless the Employment Period, and following termination of Company waives or limits the Executive’s employment obligation in accordance with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter definedSection 9(b)(ii), you agree that during employment and for 12 months following your cessation of employment (the Executive shall "Noncompete Period"), you will not directly or indirectly participate in indirectly, alone or permit his name directly or indirectly to be used by or become associated with (including as an advisora partner, representativeequityholder, agentofficer, promoterdirector, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that ismanager, or intends employee of any other firm or entity, provide the same or similar services as you provided to be, engaged in the Company to any business which is in competition that competes with any business part of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business 's (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”subsidiaries') business as and (ii) where conducted as of the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate date of such persontermination of employment or with any part of the Company's (or any of its subsidiaries') contemplated business as of the date of termination of employment. For purposes of this Agreementclause (i), "equityholder" does not include the term “participate” includes any direct or indirect interestpassive, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by beneficial ownership of less than five percent 3% of the stock combined voting power of all issued and outstanding voting securities of a publicly-publicly held corporation whose stock is traded on a national securities exchange major stock exchange. Also for purposes of this clause (i), "the Company's business" includes business conducted by the Company or its affiliates and any partnership or joint venture in an over-the-counter marketwhich the Company or its affiliates is a partner or joint venturer; provided that, "affiliate" as used in this sentence will not include any entity in which the Company, directly or indirectly, has ownership of less than one third of the voting equity. The Noncompete Period will be further extended by any period of time during which you are in violation of Section 9(b), (c), or (d). (ii) At its sole option the Company may, by written notice to you at any time within the Noncompete Period, waive or limit the time and/or geographic area in which you cannot engage in competitive activity

Noncompetition. During Employee acknowledges that, in the Employment Period, and following termination course of the ExecutiveEmployee’s employment with the Company and its affiliates (including its predecessor and any successor entities), Employee has become familiar, or will become familiar, with Company’s and its affiliates’ trade secrets and with other confidential information, knowledge or data concerning Company, Holdco its affiliates and its predecessors, and that Employee’s services have been and will be of special, unique and extraordinary value to Company and its affiliates. Therefore, Employee agrees that, while employed and for a period of twelve (12) months following his termination of employment with LTXC for any of their affiliates, during reason (the “Restriction Noncompetition Period” (as hereinafter defined”), the Executive Employee shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate inown, become associated withmanage, operate, control, be employed by (whether as an employee, director consultant, independent contractor or otherwise have responsibilities that relate otherwise, and whether or not for compensation) or render services in any capacity to the conduct a Competing Business (as defined below), in any country in which Company or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such personits affiliates conducts business. For purposes of this Agreement, a “Competing Business” shall mean any person, firm, corporation or other entity, in whatever form, engaged in any business in which Company or any of its affiliates engage, including the term “participate” includes any direct or indirect interestdesign, whether as an officermanufacture, directorsale, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider and/or servicing of personal services, creditor, or automatic test equipment. Nothing herein shall prohibit Employee from being a passive owner (other of not more than by ownership of less than five percent 1% of the stock outstanding equity interest in any entity which is publicly traded, so long as Employee has no active participation in the business of such entity. Each of Employee and Company intends that this non-competition provision shall be deemed to be a publicly-held corporation whose stock series of separate covenants, one for each and every county of each and every state of the United States of America and for each and every jurisdiction within any other country where this provision is traded on a national securities exchange or in an over-the-counter market)intended to be effective.

Noncompetition. During (a) The Consultant agrees that the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesConsultant shall not, during the Employment Term or the three-year period immediately following the expiration of the Employment Term (without regard to whether Consultant’s services as an employee or consultant under this Agreement have been terminated prior to the scheduled expiration of the Employment Term or the Consulting Term) (such three-year period, the “Restriction Applicable Period” ”) directly or indirectly: (i) form, or acquire a five (5%) percent or greater equity ownership, voting or profit participation interest in, or actively participate in, control, manage, finance a five (5%) percent or greater interest of, or invest a five (5%) percent or greater interest in, any Competitor (as hereinafter defineddefined below); or (ii) except as set forth in Section 7(c), the Executive associate (which, as used in this Section 7, shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including include association as an advisorofficer, representativeemployee, partner, director, consultant, agent, promoter, independent contractor, provider of personal services representative or otherwiseadvisor) with any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) Competitor. The Consultant acknowledges that is, or intends to be, engaged engaging in any business which is in competition with any business of the Company, Holdco or any activities described in the preceding sentence shall inevitably require the use and/or disclosure of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business Confidential Information. (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (ib) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, a “Competitor” is any bank, savings and loan or other financial institution, that operates or has a physical location within the term State of Arkansas and/or Oklahoma (collectively, the “participate” includes Restricted Area”) or could reasonably be construed to be in competition with Parent and the Company within the Restricted Area. (c) Notwithstanding the foregoing provisions of this Section 7, the Consultant shall be deemed not to violate the provisions of Section 7(a) with respect to a Competitor that is headquartered outside of the Restricted Area if the Consultant is associated with such Competitor in an executive or operational capacity outside the Restricted Area so long as the operations of such Competitor in the Restricted Area do not constitute such Competitor’s principal business and any responsibility that the Consultant has for the local operations of such Competitor in the Restricted Area are not directly included within the Consultant’s personal responsibilities for such Competitor (it being understood, however, that it would be a violation of Section 7(a) for such Consultant to associate with a Competitor and either (i) direct or have more than an indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, and secondary responsibility for the introduction or owner (other than by ownership of less than five percent of the stock strategic expansion of a publicly-held corporation whose stock is traded on a national securities exchange Competitor’s business in the Restricted Area or (ii) solicit or cause others to solicit customers or employees of Parent or the Company in an over-the-counter marketconnection with such introduction or strategic expansion).

Noncompetition. During The Participant agrees with the Employment PeriodCompany that, for so long as the Participant is employed by the Company or any of its Subsidiaries and continuing for twelve (12) months (or such longer period as may be provided in an employment or similar agreement between the Participant and the Company or one of its Subsidiaries or as provided in the last sentence of this Section 5) following a termination of the Executive’s such employment with the Company, Holdco and that occurs after any of their affiliates, during the “Restriction Period” Options have vested (as hereinafter definedwhether or not such Options have been exercised), the Executive Participant shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisornot, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business without the prior written consent of the Company, Holdco directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, engage or otherwise become involved in a Competing Business in the Americas, Europe, Middle East or Asia or in any other geographic area throughout the world (a) in which the Company or any of their respective subsidiaries or affiliates its Subsidiaries has engaged in any geographic of the activities that comprise a Competing Business during the Participant’s employment, or (b) in which the Participant has knowledge of the Company’s plans to engage in any of the activities that comprise a Competing Business (including, without limitation, in any area in which any customer of the Company, Holdco Company or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”its Subsidiaries may be located); provided, however, that the foregoing will not prohibit provisions of this Section 5 shall apply solely to those activities of a Competing Business, with which the Executive from participating in Participant was personally involved or becoming associated with a person if (i) less than 10% of for which the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of Participant was responsible while employed by the Company or any its Subsidiaries during the twelve (12) month period preceding termination of its subsidiaries the Participant’s employment. This Section 5 will not be violated, however, by the Participant’s investment of up to US$100,000 in the aggregate in one or affiliates (more publicly-traded companies that engage in a “Competitive Competing Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes The restrictions of this Agreement, Section 5 shall also apply during the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or period after Retirement until vested Options become exercisable described in an over-the-counter marketSection 4(a).

Noncompetition. During The Executive acknowledges that the Employment PeriodExecutive performs services of a unique nature for the Company that are irreplaceable, and following termination that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Executive’s employment with the Company, Holdco hereunder and any for a period of their affiliates, during the “Restriction Period” eighteen (as hereinafter defined)18) months thereafter, the Executive shall not agrees that the Executive will not, directly or indirectly participate in or permit his name directly or indirectly to indirectly, own, manage, operate, control, be used employed by or become associated with (including whether as an advisoremployee, representative, agent, promoterconsultant, independent contractor, provider of personal services contractor or otherwise, and whether or not for compensation) or render services to any person, corporation, partnership, firm, association corporation or other enterprise or entity (a “person”) that isentity, or intends to bein whatever form, engaged in any business which is in competition the research, development or sale of Duchenne Muscular Dystrophy treatments, oligonucleotide based therapies, or chemistry platforms that compete with any business of the Company, Holdco Company or any of their respective its subsidiaries or affiliates or in any geographic area other material business in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to from being a passive owner of not more than one percent (1%) of the conduct or operations of, any Competitive Business equity securities of a publicly traded corporation engaged in a business that is conducted by such person in competition with the Company or a divisionany of its subsidiaries or affiliates, group, or subsidiary or affiliate so long as the Executive has no active participation in the business of such personcorporation. For purposes In addition, the provisions of this AgreementSection 10(b) shall not be violated by the Executive commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the term “participate” includes Company or any direct of its subsidiaries or indirect interestaffiliates so long as the Executive and such subsidiary, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider division or unit does not engage in a business in competition with the Company or any of personal services, creditor, its subsidiaries or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)affiliates.

Noncompetition. During the Employment Period, Term and for the twenty four (24) month period immediately following the termination of employment, regardless of the Executive’s employment with the Company, Holdco reason for such termination and any of their affiliates, during regardless whether this Agreement has terminated or expired (the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall not not, directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if indirectly: (i) less than 10% engage in, manage, operate, control, supervise, or participate in the management, operation, control or supervision of the consolidated gross revenues of such person, together with its affiliates, derive from activities any company or businesses entity that are in competition competes with any business of the Company or any of its subsidiaries or affiliates (a “Competitive BusinessCompetitor”, as further defined below) and or serve as an employee, consultant or in any other capacity for a Competitor; (ii) have any ownership or financial interest, directly, or indirectly, in any Competitor including, without limitation, as an individual, partner, shareholder (other than as a shareholder of a publicly-owned corporation in which the Executive owns less than two percent (2%) of the outstanding shares of such corporation), officer, director, employee, principal, agent or consultant; or (iii) serve as a representative of any Competitor; provided, that if the Executive provides services to a multi-strategy organization that includes a unit, division, subsidiary or affiliate (any of which, a “Unit”) that engages in a Competitor business, but the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate provide services to the conduct or operations of, any Competitive Business Unit that is conducted by such person engaged in the Competitor business, then the Executive shall not be in violation of this Section 13(a); provided that the Executive puts up a “chinese wall” between the Unit he works in or a division, group, or subsidiary or affiliate for and the Unit engaging in the Competitor business which shall be approved in the reasonable discretion of such personthe Company. For the purposes of this Agreement, the term “participateCompetitor” includes shall further mean any direct company or indirect interestentity, whether located in the United States, Canada or elsewhere, that engages in (i) the supply, commercialization, development, manufacture and/or distribution of solutions to the neurology market and neurological diagnostic devices or (ii) other developments that the Company has taken material measures toward executing as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock termination date from any of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)its assets.

Noncompetition. During The Executive acknowledges that he will have access at the Employment Periodhighest level to, and following termination of the Executive’s employment with opportunity to acquire knowledge of, the Company’s customer lists, Holdco customer needs, business plans, trade secrets and any of their affiliatesother confidential and proprietary information from which the Company may derive economic or competitive advantage, during and that he is entering into the “Restriction Period” (as hereinafter defined), covenants and representations in this Article V in order to preserve the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business goodwill and going concern value of the Company, Holdco and to induce the Company to enter into this Agreement. The Executive agrees not to compete with the Company or any of their respective its direct or indirect subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “CompetitorCompany Entity”); provided, however, that ) or to engage in any unfair competition with the foregoing will not prohibit Company during the Executive from participating in or becoming associated with Employment Term and for a person if (i) less than 10% period of one year after the end of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such personEmployment Term. For purposes of this Agreement, the term phrase “participatecompete with the Company,” includes any direct or indirect interestthe substantial equivalent thereof, whether means, subject to the exceptions set forth below, that Executive, either alone or as an officera partner, member, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider shareholder or agent of personal services, creditorany other business, or owner (in any other than individual or representative capacity, directly or indirectly owns, manages, operates, controls, or participates in the ownership, management, operation or control of, or works for or provides consulting services to, or permits the use of his name by or lends money to, any business or activity which is or which becomes, at the time of the acts or conduct in question, directly or indirectly competitive with the development, financing and/or marketing of the products, proposed products or services of any Company Entity. During the Employment Term and for a period of one year after the end of the Employment Term, Executive shall not directly or indirectly acquire any stock or interest in any corporation, partnership, or other business entity that competes, directly or indirectly, with the business of a Company Entity without obtaining the prior written consent of the Company. Notwithstanding the foregoing, this Section 5.1 shall not apply to the ownership or acquisition of stock or an interest representing less than five percent a 5% beneficial interest in a corporation that is obligated to file reports with the Securities and Exchange Commission pursuant to the Exchange Act. The covenants and restrictions against competition contained in this Section 5.1 (i) shall only apply to software products and related technologies and services developed, designed, manufactured, provided and/or sold for the hospitality and manufacturing software markets and (ii) shall not, for the avoidance of doubt, restrict the stock Executive from, directly or indirectly owning, managing, operating, controlling, or participating in the ownership, management, operation or control of, or working for or providing consulting services to, or permitting the use of a publicly-held corporation whose stock his name by or lending money to businesses engaged in or activities related to developing, marketing, selling, licensing or servicing software and related technologies for supply chain management, and (iii) shall not apply to the extent that the Company is traded on a national securities exchange or in an over-the-counter market)default in the payment of any obligation owed to the Executive.

Noncompetition. During (a) Consultant expressly covenants and agrees that Consultant will not, during the Employment PeriodTerm and for a period of one (1) year thereafter, and following termination directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer or director, licensor or in any capacity whatsoever engage in, become financially interested in, be employed by, render consulting services to, or have any connection with, any business engaged in the design, development, marketing, installation or support of the Executive’s employment warehouse management systems or other computer integrated or turnkey systems or any business which provides products or services which are directly competitive with the Company, Holdco and any ’s products or services as they exist on the date of their affiliates, during this Agreement in the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)United States; provided, however, that Consultant may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time three percent (3%) of any class of stock or securities of such company. (b) If any portion of the restrictions set forth in paragraph (a) should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. (c) Consultant declares that the foregoing will not prohibit time limitations are reasonable and properly required for the Executive from participating in or becoming associated with a person if (i) less than 10% adequate protection of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Consultant agrees to the reduction of either said territorial or time limitation to such area or period which said court shall have deemed reasonable. (d) The existence of any claim or cause of action by Consultant against the Company or any subsidiary of its subsidiaries or affiliates (the Company other than under this Agreement shall not constitute a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate defense to the conduct enforcement by the Company or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock foregoing restrictive covenants, but such claim or cause of a publicly-held corporation whose stock is traded on a national securities exchange action shall be litigated separately. (e) Subject to the foregoing, nothing in this Agreement shall prevent Consultant from accepting any employment or in an over-the-counter market)consulting engagements of any kind or from otherwise accepting any business opportunity.

Noncompetition. During The Employee agrees that during the Employment Periodterm of this Agreement and any extension thereof, and following termination for a period of two (2) years after his employment ceases, the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Executive’s employment with the Company, Holdco and any Board of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business Directors of the Company, Holdco directly or indirectly: (a) solicit business from or perform services for, any person, company or other entity which at any time during the Employee's employment by the Company is a client or customer of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in Company if such business or at such time intend so to services are of the same general character as those engaged in or performed by the Company; (b) solicit for employment or in any other fashion hire any of the employees of the Company; (c) own, manage, operate, compete finance, join, control or become engaged participate in such business (a “Competitor”); providedthe ownership, howevermanagement, that the foregoing will not prohibit the Executive from participating in operation, financing or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated withcontrol of, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether be connected as an officer, director, employee, partner, sole proprietor, trustee, beneficiaryprincipal, agent, representative, independent contractor, consultant, advisor, provider consultant or otherwise with any business or enterprise engaged in the business of personal services, creditor, debt collection or owner any other business engaged in by the Company or any of its affiliates in all those geographic areas in which the Company or any of its affiliates does business; (d) use or permit his name to be used in connection with any business or enterprise engaged in the business of debt collection or any other than business engaged in by ownership the Company or any of less than five percent its affiliates in all those geographic area in which the Company or any of its affiliates does business; or (e) use the name of the stock Company or any name similar thereto, but nothing in this clause shall be deemed, by implication, to authorize or permit use of such name after expiration of the period covered by this paragraph. In the event that any provisions of this paragraph should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted to applicable law. Furthermore, the above restrictions shall be waived by the Company in the event that the Employee is dismissed as a result of a publicly-held corporation whose stock is traded on merger or other business combination by the Company. The foregoing restrictions are not intended in any way to restrict the Employee's ability to resume his professional practice as a national securities exchange Certified Public Accountant after his employment by the Company ceases, provided, however, that he shall not provide services to any company in the debt collection business or other business in an over-the-counter market)which the Company was engaged at the time employment ceases.

Noncompetition. During the Employment PeriodHirschhorn acknowledges that, in addition to his access to and following termination possession of the Executive’s employment with the Company, Holdco and any of their affiliatesConfidential Information, during the “Restriction Period” (as hereinafter defined)Term he will acquire valuable experience and special training regarding the Company’s business and that the knowledge, experience, and training he will acquire would enable him to injure the Executive shall not directly or indirectly participate in or permit his name directly or indirectly Company if he were to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which that is in competition competitive with any the business of the Company. Therefore, Holdco Hirschhorn shall not, at any time during the Term and for the twelve (12) consecutive months immediately after the Termination Date, directly or any of their respective subsidiaries indirectly (as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, or affiliates manager or in any geographic area other individual or representative capacity), engage, invest, or participate in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged business in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in direct competition with any the business of the Company within a fifty (50)-mile radius of each location, or any set or group of its subsidiaries locations, (i) at, from, or affiliates to which the Company conducts or has conducted business or renders, provides, or delivers, or has rendered, provided, or delivered, services or products during the Measurement Period (a “Competitive Business”as defined below) and or (ii) that is or has been, during the Executive does notMeasurement Period, directly the subject of a Proposal (as defined below) to conduct business or indirectlyrender, participate in, become associated withprovide, or otherwise have responsibilities that relate to the conduct deliver services or operations ofproducts thereat, any Competitive Business that is conducted by such person or a division, grouptherefrom, or subsidiary or affiliate of such personthereto. For purposes of this Agreement“Measurement Period” means, with respect to Hirschhorn’s activity (A) at any time during the Term, the term Term, and (B) at any time on or after the Termination Date, the six (6) consecutive months preceding, and including, the Termination Date. “participateProposal” includes any direct means a written or indirect interestformal proposal, whether as an officerbid, directorarrangement, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditorunderstanding, or owner agreement by the Company to or with another person that reflects or contains negotiated or substantive terms, but does not include any marketing contact by the Company where the other person has not solicited that contact or indicated any interest in doing business with the Company. (other than by ownership of Hirschhorn shall not be prohibited, however, from owning, as a passive investor, less than five percent (5%) of the publicly traded stock or other securities of any entity engaged in a publicly-held corporation whose stock business competitive with that of the Company.) Hirschhorn represents and agrees that (x) the Company has agreed to provide him, and he will receive from the Company, special experience and knowledge, including Confidential Information, (y) because the Confidential Information is traded on valuable to the Company, its protection (particularly from any competitive business) constitutes a national securities exchange legitimate interest to be protected by the Company by enforcement of the restriction in this Article 8, and (z) the enforcement of the restriction in this Article 8 would not be unduly burdensome to Hirschhorn and that, in order to induce the Company to enter into this Agreement (which contains various benefits to Hirschhorn and obligations of the Company with respect to Hirschhorn’s employment), Hirschhorn is willing and able to engage, invest, or participate in an over-the-counter market)business after the Termination Date so as not to violate this Article 8. The Parties agree that the restrictions in this Article 8 regarding scope of activity, duration, and geographic area are reasonable; however, if any court should determine that any of those restrictions is unenforceable, that restriction shall not thereby be terminated, but shall be deemed amended to the extent required to render it enforceable.

Noncompetition. During the Employment Period, and following termination of the Executive’s his employment with the CompanyCompany pursuant to this Agreement, Holdco Employee will not knowingly and any of their affiliatesintentionally (i) engage, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in indirectly, alone or permit his name directly as a partner, officer, director, employee or indirectly to be used by or become associated with (including as an advisorconsultant of any other business organization, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business activities that are substantially and directly competitive with the business activities then conducted by the Company (the "Designated Industry"), (ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, which diversion has a material adverse effect on the Company, or (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry, which officer, employee or consultant so enters such competitor's employment and which occurrence has a material adverse effect on the Company, provided that Employee shall not be deemed to have breached his obligations under clause (ii) or (iii) of the preceding sentence if Employee takes such action in a good faith belief that such action is in competition the best interests of the Company. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (i) owning less than 5% of the common stock of any publicly traded corporation or other Person conducting business activities in the Designated Industry, (ii) serving as an officer, director, stockholder or employee of a corporation or other Person engaged in the healthcare industry whose business operations are not substantially and directly competitive with any business those of the Company, Holdco (iii) serving on the board of directors of any business or corporation on which he is serving on the date hereof, or (iv) continuing his current consulting arrangements with STERIS Corporation, or Xxxxxxx, Dubilier & Rice, Inc., or any of their respective subsidiaries or affiliates affiliates, and engaging in any geographic area activities in which connection with such arrangements. If at any time the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes provisions of this AgreementSection 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the term “participate” includes court or other body having jurisdiction over the matter; and Employee agrees that this Section 10 as so amended will be valid and binding as though any direct invalid or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)unenforceable provision had not been included herein.

Noncompetition. During In consideration of the Employment PeriodExecutive’s employment as an executive of the Company and in consideration of this Agreement, the Executive hereby covenants as follows: Covenants. Without the prior written consent of the CEO, during the Executive’s tenure as an executive of the Village Farms Group and following for eighteen (18) months after leaving the employment of the Village Farms Group, whether voluntarily or involuntarily, the Executive shall not directly or indirectly, personally, by agency, as an employee, through a corporation, partnership, limited liability company, or by any other entity, artifice, or device: a. own, manage, operate, control, employ or have any financial interest in or consult to, or lend the Executive’s name to any enterprise, company, or other entity engaged in a Competi tive Business; b. assist others in engaging in any Competitive Business in the manner described in the foregoing clause; c. solicit or service in any way in connection with or relating to a Competitive Business, on behalf of the Executive or on behalf of or in conjunction with others, any supplier, client, customer, or prospective supplier, client, or customer, who had been serviced by any member of the Village Farms Group in the one year period immediately preceding the date of termination, or any prospective supplier, client, or customer to whom a formal business presentation or substantiated offering of services had been made by Executive within the 12 months immedi ately preceding the date of termination; or d. induce employees of any member of the Village Farms Group to terminate their employment with such member of the Village Farms Group or engage in any Competitive Business; within any geographic areas or market segments in which the Company or any other member of the Village Farms Group is engaged in business at the time of the termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined). The covenants in this Section 5(b)(i) shall be specifically enforceable. However, the Executive covenants in this Section 5(b)(i) shall not directly or indirectly participate in or permit his name directly or indirectly be construed to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less not more than five percent of the stock equity of any publicly held entity engaged in a publicly-held corporation whose stock Competitive Business, so long as the Executive is traded not otherwise engaged with such entity in any of the other activities specified in clauses (a) through (d). Notwith standing the foregoing, if the severance payment provided for in Section 4(g) is required to be made to the Executive and such payment is not made within 15 business days following the date on a national securities exchange or in an over-the-counter market)which the Company (by notice to the CEO) is given notice by the Executive that payment was not timely made, then the Executive’s obligations under this Section 5(b) shall terminate.

Noncompetition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates11.1 The Officer acknowledges that, during the “Restriction Period” (as hereinafter defined)course of his employment hereunder, he will have access to the Companies’ customer and business prospects, knowledge of and experience in the techniques and methods the Companies used to do business in its industries and other information and know-how which, even if not directly disclosed to a competitor of the Companies, would give a competitor significant and unfair advantages over the Companies if made available to it through the Officer’s employment. 11.2 Officer acknowledges that SJI is engaged in the business of providing services for the acquisition, sale and transportation of natural gas, electricity and related products, for wholesale and retail users, and marketing total energy management services and other energy related services, throughout New Jersey, Pennsylvania, New York and other geographic areas within the United States. 11.3 Accordingly, unless the Officer requests in writing and is thereafter authorized in writing to do so by the Companies, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing Officer will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to during the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes term of this Agreement, and, in the term case of the Officer’s termination from employment for any reason, for a period of one (1) year thereafter (collectively, “participate” includes any direct the Noncompetition Period”), directly or indirect interestindirectly own, whether as an officermanage, directoroperate, employeejoin, partnercontrol or participate in the ownership, sole proprietormanagement, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditoroperation or control of, or owner (be employed by, any business corporation, proprietorship, partnership or other entity which competes with or is engaged in any alliance or joint venture with any of the Companies. 11.4 The Officer further agrees that, unless he/she requests in writing and is thereafter authorized in writing to do so by the Companies, the Officer will not, during the Noncompetition Period, directly or indirectly on behalf of any entity other than by ownership of less than five percent the Companies (i) induce or attempt to induce any employee or independent contractor of the stock Companies to leave the employ of, or terminate or adversely affect the contractual relationship with, the Companies, (ii) hire or affirmatively seek any business affiliation with any person who was an employee of a publicly-held corporation whose stock is traded on a national securities exchange the Companies within six months after such person ceased to be an employee of the Companies, or (iii) induce or attempt to induce any customer, supplier, licensee, franchisee or other business relation of the Companies to cease or reduce doing business with the Companies or in an over-the-counter marketany way interfere with the relationship between any such customer, supplier, licensee or business relation and the Companies (including making any negative statements or communications about the Companies). 11.5 The undertakings in this Section 11: shall apply only to those areas where the Companies engage or propose to engage in business or which the Companies, at the termination of the Officer’s employment hereunder have defined as their market territory, but shall not apply if the Company is or the Companies are, and after thirty days’ written notice to the Companies thereof continue to be, in default of its or their obligation to make any of the payments they are then required to make to the Officer under this Agreement and the Officer is not in default in the performance of his obligations to the Companies under this Agreement. 11.6 If the provisions of this Section 11 should ever be adjudicated to exceed the time, geographic or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic or other limitations permitted by the law applicable in that jurisdiction. In addition, the Officer hereby authorizes the Companies to bring the Officer’s obligations hereunder to the attention of, and to provide a copy or description of pertinent Sections of this Agreement to, any entity which the Companies believe may offer or has offered employment to the Officer.

Noncompetition. During the Employment PeriodEmployee's employment with CC, and following termination of for the Executive’s time period set forth in Section 12(d) below, the Employee will not: (a) Accept employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with render services for compensation (including as an advisorwithout limitation, representativeconsultation or research) to, agentor acquire any kind of ownership in, promoterany person or entity which is engaged in the design, independent contractordevelopment, provider marketing, sale or support of personal services any competitive product or otherwise) service sold in the United States if that relationship includes any personresponsibilities whatsoever with respect to developing, corporationpromoting, partnershipmarketing, firmsoliciting or selling any product or service (including without limitation, association any life insurance or other enterprise insurance product or entity policy) to any corporation in any state in which CC operates. (a “person”b) that isPromote, market, solicit, or intends sell any product or service, including without any limitation, any life insurance or other insurance product or policy, similar to be, engaged in any business which is in competition or competitive with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company CC or any of its subsidiaries Divisions ("CC Programs") to any existing client of CC or affiliates any corporation, healthcare, insurance carrier or financial institution which, during the 13-month period prior to the termination of Employee's employment by CC, is listed as either a client, a prospect, or a courtesy prospect on the prospect databases maintained by the Company or its Divisions. (a “Competitive Business”c) and Induce or attempt to induce: (i) any purchaser of any CC Program to cancel, allow to lapse, fail to renew or replace any CC Program; (ii) within the Executive does not13 month period following termination of Employee's employment, directly any other employee or indirectlyany representative of CC to terminate or alter his, participate in, become associated withher, or otherwise have responsibilities that relate its relationship with CC; (iii) any insurance company to terminate or alter its relationship with CC; or (iv) any banking association or other trade organization to terminate or alter its relationship with CC. (d) The noncompetition provisions described in sections 12(a), 12(b), and 12 (c) shall apply as follows: (i) If CC terminates the conduct Employee pursuant to Section 10(b) (for Cause) or operations of, any Competitive Business that is conducted the Employee terminates pursuant to Section 10(d) (Termination by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreementthe Employee with Notice), the term “participate” includes any direct noncompetition provisions in sections 12(a), 12(b) and 12(c) shall remain in effect for 12 months after the Employee's termination. (ii) If the Employee terminates employment pursuant to Section 10(c) (for Constructive Termination), the noncompetition provisions in Section 12(c) shall remain in effect for 12 months after the Employee's termination. (iii) If the Employee terminates employment or indirect interestCC or its successor terminates the Employee pursuant to Section 10(f) (for Change of Control), whether as an officerthe noncompetition provisions in sections 12(a), director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of 12(b) and 12(c) shall remain in effect for 24 months after the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Employee's termination.

Noncompetition. As an inducement for Buyer to enter into this Agreement, Seller agrees that: (a) During the Employment PeriodNon-Compete Term and with respect to the Non-Compete Regions (each as defined below): (i) No Seller will, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not either directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including indirectly, whether as an advisorshareholder, representativeowner, member, partner, director, officer, employee, agent, promoter, independent consultant or contractor, provider of personal services engage or otherwise) any personinvest in, corporationown, partnershipmanage, firmoperate, association or other enterprise or entity (a “person”) that isfinance, control, or intends to beparticipate in the ownership, management, operation, financing, or control of, or be employed by any Person where such Person is engaged in any business which is the acquisition, operation, ownership or control of solar power systems and solar power projects or related projects for the production and sale of solar power (collectively, the “Competing Projects”; provided that, for the avoidance of doubt, the manufacture and sale of materials used in competition with any business the manufacture of solar power systems or the Companytrading of renewable energy credits shall not be considered Competing Projects). Notwithstanding the foregoing, Holdco Seller may purchase or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does nototherwise acquire, directly or indirectly, participate inup to (but not more than) 20% of any class of securities of any enterprise if Seller does not Control such enterprise. Each Seller agrees that this covenant is reasonable with respect to its duration, become associated withgeographical area, and scope. Notwithstanding the foregoing, this Section 5.10(a)(i) shall not apply to any investment in or any activity conducted by Xxxxxxx of Solar Systems, LLC (including its subsidiaries, successors and assigns). (ii) No Seller will, directly or indirectly (through its Related Persons or otherwise), either for Seller or any other Person, (A) induce or attempt to induce any employee of Buyer or any Acquired Entity or any Related Person thereof to leave the employ of Buyer or any Acquired Entity or any Related Person thereof, (B) in any way interfere with the relationship between any Acquired Entity or Buyer or any Related Person thereof and any employee of the foregoing, (C) within one year of this Agreement employ or engage as an employee, independent contractor, or otherwise have responsibilities otherwise, any individual who is an employee of Buyer or a Related Person of Buyer on the date of this Agreement or becomes an employee of Buyer or a Related Person of Buyer during the Non-Compete Term, whether or not such employment or engagement is solicited by Seller, or (D) induce or attempt to induce any offtaker, customer, supplier, licensee, or other business relationship of any Acquired Entity to cease doing, or decrease, business with any Acquired Entity, or in any way interfere with the relationship between any Acquired Entity and any client or customer, supplier, licensee, or business relation of any Acquired Entity, provided in the event that relate any Acquired Entity or Buyer or Buyer’s parent is acquired (whether by sale of stock, sale of all or substantially all of its assets or by merger) by a third party, the obligations of Seller hereunder shall apply only with respect to the conduct Competing Projects and shall not be deemed by operation of such acquisition to include other products and services of such third party that are not Competing Projects. Nothing herein shall limit the right of Seller or operations ofany other Person to publish notices for or advertisements of available employment in newspapers, on the internet or in other publications or media of general circulation. Notwithstanding the foregoing, this Section 5.10(a)(ii) shall not (x) apply to any Competitive Business that is activity conducted by Xxxxxxx Solar Systems, LLC (including its Subsidiaries, successors and assigns or (y) prevent Seller and its Related Persons from engaging in family businesses with Key Employees, so long as such person activities do not interrupt the businesses of Buyer or any Acquired Entity or conflict with the fiduciary duties such individuals may owe to Buyer or any Acquired Entity or their Affiliates, their respective equity holders or others as members of the board or as officers of Buyer or any Acquired Entity or their Affiliates). (b) In the event of a divisionbreach by any Seller of any covenant set forth in Section 5.10(a), groupthe term of such covenant will be extended by the period of the duration of such breach. (c) No Seller will, at any time during or after the Noncompete Term, disparage Buyer or any Acquired Entity, or subsidiary any of their shareholders, directors, officers, employees, or affiliate agents in matters related to any Acquired Entity or the business of such person. the Acquired Entities. (d) For purposes of this Agreement, the term “participateNon-Compete Term” includes any direct or indirect interestshall mean, whether as an officerwith respect to Seller, directorthe period commencing on the date of this Agreement and ending five (5) years thereafter and the “Non-Compete Region” shall mean the United States, employeeincluding State of California, partnerthe State of New Jersey, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider and the Commonwealth of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Massachusetts.

Noncompetition. (a) During the Employment Periodperiod commencing at the Effective Date and ending on the date that is three (3) years after the date on which the Effective Date occurs, and following termination of the Executive’s employment with the CompanyStockholder shall not, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in (including, without limitation, through any existing or permit his name directly or indirectly to be used future Affiliate (as defined below)), own, manage, operate, control, enable (whether by or become associated with (including as an advisorlicense, representativesublicense, agent, promoter, independent contractor, provider of personal services assignment or otherwise) or otherwise engage or participate in, or be a securityholder, director, officer, employee, partner' member, lender, guarantor or advisor of, or consultant to, any personcompany, corporationlimited liability company, partnership, firm, association partnership or other enterprise or entity Person (a “person”as defined below) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does notthat, directly or indirectly, participate (1) engages in the Business in the Business Area (as defined below), (2) competes in the Business in the Business Area against Parent or any of its existing or future Affiliates engaged in the Business, or (3) markets, distributes or sells any products that are marketed, distributed or sold, directly or indirectly through intermediaries, in the Business Area that are competitive to Business products marketed sold or distributed by Parent or any of its existing or future Affiliates. Without limiting the generality of the foregoing, Stockholder shall not, directly or indirectly (including, without limitation, through any existing or future Affiliate or any other Person in which Stockholder has an interest): (i) engage in research, development, manufacture, licensing, marketing, distribution or sale of any existing or future products or services relating to the Business; (ii) have any interest in, become associated withown, or otherwise have responsibilities that relate to the conduct or operations ofmanage, any Competitive Business that is conducted operate, control, be a securityholder (except as permitted by such person or a divisionSection 1(b)), groupjoint venturer, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employeeagent, partner, sole proprietor, trustee, beneficiary, agentlender, representative, independent contractor, consultant, advisor, provider of personal services, creditorpartner or securityholder of, or owner (other than by ownership of less than five percent consultant to, or otherwise engage or invest or participate in, the Business or any Person that takes any of the stock actions described in clauses (1), (2) and (3) of this subsection (a); (iii) accept any business relating to the Business from any existing or prospective Business customer of Parent or any existing or future Affiliate of Parent engaged in the Business, or solicit or encourage any such customer to terminate or adversely alter any relationship with respect to the Business much Person may have with Parent or any of its existing or future Affiliates engaged in the Business; or (iv) market, sell, distribute, endorse or promote any products or services that are competitive with existing or future Business products or services of Parent or any of its existing or future Affiliates engaged in the Business. (b) Notwithstanding anything to the contrary set forth in Section 1(a): (i) Stockholder may own (solely as a passive investor) securities in any publicly-held corporation whose stock is traded on company that may be engaged in the Business, hut only to the extent Stockholder does not own, of record or beneficially, more than an aggregate of two percent (2%) of the outstanding Securities of such company that represent (either directly or upon conversion or exchange of any other securities) equity ownership thereof; and (ii) In connection with Stockholder's employment with any Person, Stockholder may engage in activities that are encompassed within the Business, provided (A) that the results of Stockholder's activities are used by Stockholder's employer solely for internal purposes for The development of integrated circuits to be manufactured by such employer and not for sale, license or use by third parties and (B) Stockholder a national securities exchange employer does not compete with Parent or any existing or future Affiliates of Parent in an over-the-counter marketthe Business. (c) The restrictions set forth in this Section 1 shall apply worldwide (the "Business Area"). (d) As used herein, "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such first Person.

Noncompetition. During (a) Each of Seller and Acorn will, for a period of three (3) years from the Employment PeriodClosing Date, and following termination of the Executive’s employment refrain from, either alone or in conjunction with the Companyany other Person, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not or directly or indirectly participate in through its present or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if future Affiliates: (i) less than 10% employing, engaging or seeking to employ or engage any Person who within the prior twelve (12) months had been an employee of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company Purchaser or any of its subsidiaries Affiliates engaged in the Business, unless such employee (A) resigns voluntarily (without any solicitation from Seller or affiliates any of its Affiliates) or (a “Competitive Business”B) and is terminated by Purchaser or any of its Affiliates after the Closing Date; (ii) causing or attempting to cause (A) any client, customer or supplier of the Executive does notBusiness to terminate or materially reduce its business with Purchaser or any of its Affiliates or (B) any officer, directly employee or indirectlyconsultant of Purchaser or any of its Affiliates engaged in the Business to resign or sever a relationship with Purchaser or any of its Affiliates; (iii) disclosing (unless compelled by judicial or administrative process) or using any confidential or secret information relating to the Business or any client, participate incustomer or supplier of the Business; or (iv) participating or engaging in (other than through the ownership of 5% or less of any class of securities registered under the Securities Exchange Act of 1934, become associated withas amended, or as specifically set forth on Section 4.7 of the Disclosure Schedule), or otherwise have responsibilities lending assistance (financial or otherwise) to any Person participating or engaged in, any of the lines of business which comprised more than a de minimis portion of the Business on the Closing Date in any jurisdiction or country in which Seller participates or engages in such lines of business on the Closing Date. (b) Each of Seller and Acorn will, for a period of five (5) years from the Closing Date, refrain from, either alone or in conjunction with any other Person, or directly or indirectly through its present or future Affiliates, employing, engaging or seeking to employ or engage either W. Paul Xxxxxxx xx Robexx X. Xxxxx. (c) The parties hereto recognize that relate the Laws and public policies of the various states of the United States may differ as to the conduct validity and enforceability of covenants similar to those set forth in this Section. It is the intention of the parties that the provisions of this Section be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or operations of, the modification to conform to such Laws or policies) of any Competitive Business that is conducted by such person or a division, groupprovisions of this Section shall not render unenforceable, or subsidiary impair, the remainder of the provisions of this Section. Accordingly, if any provision of this Section shall be determined to be invalid or affiliate unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such person. For purposes provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction. (d) The parties hereto acknowledge and agree that any remedy at Law for any breach of the provisions of this AgreementSection would be inadequate, and Seller and Acorn hereby consent to the term “participate” includes granting by any direct court of an injunction or indirect interestother equitable relief, whether as an officerwithout the necessity of actual monetary loss being proved, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider in order that the breach or threatened breach of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)such provisions may be effectively restrained.

Noncompetition. During the Employment PeriodTerm of Executive's employment with CBI, and for two years following the termination of this Agreement (the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction "non-Competition Period” (as hereinafter defined"), the Executive shall not will not: (a) in the United States, and in any other areas in which the Company has done business within five (5) years preceding the Effective Date (collectively, the "Territory"), directly or indirectly participate indirectly, either alone or in partnership or permit his name directly jointly or indirectly to be used by in conjunction with any person or become associated with (including persons, firm, association, syndicate, company or corporation as an advisor, representativeprincipal, agent, promoteremployee, independent contractordirector, provider of personal services shareholder or otherwisein any other manner whatsoever (i) any person, corporation, partnership, firm, association carry on or other enterprise or entity (a “person”) that is, or intends to be, be engaged in the business of marketing executive benefit and insurance plans to large corporations and other organizations (the "Business") or any other business which is in competition with the Business as existing on the date hereof, or (ii) solicit business from, or sell to, any business of the Company, Holdco 's customers or prospective customers in the Territory or any other person, firm or corporation in the Territory to whom the Company has sold products within five (5) years preceding the date of their respective subsidiaries this Agreement where such solicitation or affiliates in any geographic area in which sale would involve the Company, Holdco or any sale of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)products competitive with the Business; provided, however, that the foregoing nothing herein will not prohibit the Executive from participating in or becoming associated with a person if (i) less being an owner of not more than 105% of the consolidated gross revenues outstanding stock of any class of a corporation which is publicly traded, so long as he has no active participation in the business of such personcorporation; or (b) directly or indirectly offer employment to any person who is currently or was within the last year employed by the Company, together or, is or will be employed by the Company, except with its affiliates, derive from activities or businesses that are in competition with any business the prior written consent of the Company Company. Nothing in this Section 12 or in any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes other Section of this Agreement, Agreement will shorten or adversely affect CBI's ability to enforce the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent noncompetition and restrictive covenant provisions of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Merger Agreement for their entire five year term.

Noncompetition. During (a) Subject to the Employment Periodprovisions of Section 11(b) below and notwithstanding any other provisions of this Agreement, any and following termination of all payments (except those made from Company-sponsored tax-qualified pension or welfare plans), benefits or other entitlements to which the Executive’s employment Executive may be eligible in accordance with the Companyterms hereof, Holdco and any of their affiliatesmay be forfeited, during whether or not in pay status, at the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business discretion of the Company, Holdco if the Executive at any time during the term of his employment and for a period of one (1) year thereafter without the consent of the Company (i) "establishes a relationship with a competitor" or any "engages in an activity" which is in conflict with or adverse to the interest of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any all within the meaning of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so the Non-Competition Guideline referred to operate, compete or become engaged in such business below (a “Competitor”"Competitive Activity"); provided, howeveror (ii) directly or indirectly, that the foregoing will not prohibit the Executive from participating in (A) induces or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with encourages any business employee of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of the Company to leave employment with the Company or such personsubsidiary or affiliate, or (B) employs, hires or establishes a business with, or causes or encourages any third person to employ, hire, or establish a business with, any person who has, within the period of one year preceding such action by the Executive, employed by the Company or any subsidiary or affiliate of the Company. For purposes The payments, benefits and other entitlements hereunder are being made in part in consideration of the obligations of this AgreementSection 11 and in particular the post-employment payments, benefits and other entitlements are being made in consideration of, and dependent upon, compliance with this Section 11(a) and, to the extent set forth in Section 11(e), the term “participate” includes Release and Agreement referred to in Section 11(e). Exhibit B is a copy of the Non-Competition Guideline. (b) Anything in Section 11(a) to the contrary notwithstanding, no forfeiture or cancellation shall take place with respect to any direct payments, benefits or indirect interestentitlements hereunder or under any other award agreement, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider plan or practice unless the Company shall have first given the Executive written notice of personal services, creditorits intent to so forfeit, or owner cancel or pay out and Executive has not, within 30 calendar days of giving such notice, ceased such unpermitted Competitive Activity, provided that the foregoing prior notice procedure shall not be required with respect to (other than by ownership of less than five percent of x) a Competitive Activity which the stock of a publiclyExecutive initiated after the Company had informed the Executive in writing that it believed such Competitive Activity violated Section 11(a) or the Non-held corporation whose stock is traded on a national securities exchange Competition Guideline, (y) any Competitive Activity regarding local, regional or in an over-the-counter market).long distance telephone services or other

Noncompetition. During (i) the Employment Term of this Agreement, (ii) the Consulting Period, if any, under Paragraph 8(b) hereof, and following termination of (iii) the Executive’s employment with Additional Consulting Period, if the Company has elected to retain the Employee to serve as a consultant to the Company, Holdco and any of their affiliatesthe Employee shall not, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorindirectly, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business without the prior written consent of the Company, Holdco provide consultation services or otherwise provide services to (whether as an employee or a consultant, with or without pay), own, manage, operate, join, control, participate in, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that is then a competitor of the Company, including any entity engaged in the business of providing vehicle emissions testing services or services directly related thereto that comprise a material portion of the Company's business or any other business that is definitely planned by or that is under development by the Company or any of their respective subsidiaries its affiliates during the Employee's employment (if Employee is currently employed) or affiliates in any geographic area in which at the time of the Employee's date of termination (each such competitor a "Competitor of the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”"); provided, however, that the foregoing will not prohibit "beneficial ownership" by the Executive from participating Employee, either individually or as a member of a "group" (as such terms are used in or becoming associated with a person if (iSection 13(d) less than 10% of the consolidated gross revenues Securities Exchange Act of such person, together 1934 (the "Exchange Act") and Regulation 13D under the Exchange Act) of not more than five percent (5%) of the voting stock of any publicly held corporation shall not alone constitute a violation of this Agreement. It is further expressly agreed that the Company will or would suffer irreparable injury if the Employee were to compete with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of the Company in violation of this Agreement and that the Company would by reason of such person. For purposes competition be entitled to injunctive relief in a court of appropriate jurisdiction, and the Employee further consents and stipulates to the entry of such injunctive relief in such a court prohibiting the Employee from competing with the Company or any subsidiary or affiliates of the Company in violation of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Noncompetition. During The Executive agrees with the Employment PeriodCompany that for the longer of (i) the three-year period beginning on the date of this Agreement or (ii) the period during which the Executive is employed by, and following termination of the Executive’s employment with or serving as an officer or trustee or director of, the Company, Holdco and the Operating Partnership or any of their affiliatesdirect or indirect subsidiaries (collectively, during the “Restriction REIT”), and for one year thereafter the (the “Restricted Period” (as hereinafter defined”), the Executive shall not will not, (a) directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorindirectly, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which involving self-storage facility development, construction, acquisition or operation, whether such business is in competition with conducted by the Executive individually or as a principal, partner, member, stockholder, director, trustee, officer, employee or independent contractor of any business of the Company, Holdco Person (as defined below) or (b) own any of their respective subsidiaries or affiliates interests in any geographic area self-storage facilities, in which each case in the Company, Holdco or any United States of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)America; provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% this Section 1 shall not be deemed to prohibit the direct or indirect ownership by the Executive of up to five percent of the consolidated gross revenues outstanding equity interests of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and public company; (ii) the Executive does notmay, directly or indirectly, participate in, become associated withon his own behalf, or with any other Person or through any other entity or any of his Affiliates (as defined below), own, operate, lease, sell or otherwise have responsibilities liquidate that relate to certain parcel of real property located at 00000 Xxxxxxx Xxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxx 00000, together with all interest in the conduct rights, easements and appurtenances pertaining thereto; and (iii) the Executive may be employed as an employee, agent, independent contractor or operations of, consultant of (x) Xxxxxx X. Xxxxxx; (y) any Competitive Business that is conducted by such person Affiliate or a division, group, associated entity of Xxxxxx X. Xxxxxx; or subsidiary or affiliate (z) any employer of such personXxxxxx X. Xxxxxx. For purposes of this Agreement, the “Person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity.” For purposes of this Agreement, “Affiliate” or “Affiliates” means with respect to any specified entity or person, which directly or indirectly controls, is controlled by, or is under common control with such specified entity or person. The term “participatecontrol” includes (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any specified entity or person, means the possession, directly or indirectly, of the power to direct or indirect interestcause the direction of the management and policies of such specified entity or person, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by through the ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange voting securities, by contract or in an over-the-counter market)otherwise.”

Noncompetition. During (a) Xx. Xxxxxxxxx covenants and agrees that for so long as he serves as a director of the Employment PeriodCompany and for one year thereafter, and following termination in any event until the third anniversary of the Executive’s employment with closing of the IPO, Xx. Xxxxxxxxx shall not, without the prior written consent of the Company (which shall be authorized by approval of the Board of Directors of the Company, Holdco including the approval of a majority of the independent Directors of the Company), directly or indirectly: (i) engage, participate or assist in, either individually or as an owner, partner, employee, consultant, director, officer, trustee, or agent of any business that engages or attempts to engage in, directly or indirectly, the acquisition, development, construction, operation, management, or leasing of any commercial real estate property; (ii) intentionally interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company or its affiliates and any tenant, supplier, contractor, lender, employee, or governmental agency or authority; or (iii) call upon, compete for, solicit, divert, or take away, or attempt to divert or take away any of their the tenants or employees of the Company or its affiliates, during the “Restriction Period” (as hereinafter defined)either for himself or for any other business, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any personoperation, corporation, partnership, firmassociation, association agency, or other enterprise person or entity entity. (a “person”b) that is, or intends Subparagraph 1(a) shall not be interpreted to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive prevent Xx. Xxxxxxxxx from participating in or becoming associated with a person if (i) less than 10% engaging in Minority Interest Passive Investments, (ii) conducting ownership, development, operation, management or leasing activities with respect to that property described as the "Excluded Property" in the Company's registration statement on Form S-11 (Registration No. 333-25279) or (iii) participating as an officer or director of, or advisor to, any charitable or other tax exempt organization. Engaging in a "MINORITY INTEREST PASSIVE INVESTMENT" means acquiring, holding, and exercising the voting rights associated with an investment made through (i) the purchase of the consolidated gross revenues of such personsecurities (including partnership interests) that represent a non-controlling, together with its affiliates, derive from activities minority interest in an entity or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does notlending of money, in either case with the purpose or intent of obtaining a return on such investment but without management by Xx. Xxxxxxxxx of the property or business to which such investment directly or indirectly, participate in, become associated with, indirectly relates and without any business or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted strategic consultation by Xx. Xxxxxxxxx with such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)entity.

Noncompetition. During Executive hereby covenants and agrees with BancorpSouth that beginning on the Employment Period, Retirement Date and following for a period of two years after the termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during Consulting Period (the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall will not directly or indirectly participate indirectly, in any capacity whatsoever, for Executive or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) for any other person, firm, corporation, partnership, firm, association or other enterprise entity, as a partner, stockholder or entity otherwise: (i) operate, develop or own any interest (other than the ownership of less than 5% of the equity securities of a publicly-traded company) in, or be employed by or consult with, any business which has engaged or engages in activities in any county in any state in which the Company or any Affiliate has an office or in any county in any state where Executive, at the termination of the Consulting Period or for 12 months prior to such termination, performed services for the Company or any Affiliate or drew customers (hereinafter, the “Territory”) constituting or relating to the establishment, ownership, management or operation of a bank or financial services business or other related business (including without limitation, solicitation of banking, insurance or securities products and services) (a “personCompeting Business”); (ii) that is, compete with the Company or intends to be, engaged its Affiliates in the operation or development of any Competing Business; (iii) engage in any business which is as or act as a financial services professional (including without limitation the profession of commercial banker), or provide consultation or other such services concerning financial services, either on Executive’s own behalf or on behalf of any other person, firm or corporation in competition the Territory; (iv) call upon, communicate with an attempt to procure or otherwise attempt to procure, service or maintain, any financial services account with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business known customer of the Company or its Affiliates; or (v) except as permitted under Section 6(c), disclose at any of its subsidiaries time any confidential or affiliates secret information concerning (a “Competitive Business”) and (iiA) the Executive does notbusiness, directly affairs or indirectly, participate in, become associated withoperations of the Company or its Affiliates, or otherwise have responsibilities that relate to the conduct (B) any marketing, sales, advertising or operations of, any Competitive Business that is conducted by such person other concepts or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent plans of the stock of a publicly-held corporation whose stock is traded on a national securities exchange Company or in an over-the-counter market)its Affiliates.

Noncompetition. During (a) For a period of five years from and after the Employment PeriodClosing Date, and following termination no Seller nor any Affiliate of the Executive’s employment with the CompanySellers shall, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorby affiliation or "virtual merger" with another Person), representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if capacity: (i) less than 10% own, lease, manage, operate, control, participate in the management or control of, be employed by, or maintain or continue any interest whatsoever in any enterprise engaged in the business of providing any healthcare goods or services offered by the Hospital Businesses immediately prior to Closing, including hospitals and outpatient or diagnostic procedures, within a 25-mile radius of the consolidated gross revenues Hospital (the "Restricted Area"); or (ii) employ or solicit the employment of any Hired Employee other than through public of general advertisements or solicitations unless (X) such person, together with its affiliates, derive employee resigns voluntarily (without any solicitation from activities or businesses that are in competition with any business of the Company Seller or any of its subsidiaries Affiliates), (Y) Buyer consents in writing to such employment or affiliates solicitation, or (a “Competitive Business”Z) such employee is terminated by Buyer after the Closing Date; or (iii) induce, cause or attempt to induce or cause any Person (including any physician employee or medical staff member) to replace or terminate any Contract for the provision or arrangement of health care services from the Hospital with products or services of any other Person at any time after the Closing Date. Notwithstanding the foregoing, XxxXxxx Hospital shall not be prohibited from owning its interests in the RML Partnership (provided that the RML Partnership does not engage in any business in violation of this Section beyond that business engaged in by the Partnership as of the Effective Date), and Foundation shall not be prohibited from (i) owning and operating any Excluded Seller Assets, (ii) owning the Executive does not, directly Common Shares and any other equity ownership interest in Vanguard or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).sucessor thereto,

Noncompetition. During The Executive agrees that in the Employment Periodevent his employment is terminated, and following termination of the Executive’s employment with whether by him or by the Company, Holdco and any prior to the Change of their affiliatesControl Date he will not for a period of one (1) year after the Date of Termination (i) acting alone or in conjunction with others, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate engage (either as owner, partner, stockholder, employer or employee) in any business in which he has been directly engaged during the last two (2) years prior to such termination and which is directly in competition with a business conducted by the Company or permit his name any of its subsidiaries; (ii) acting alone or in conjunction with others, directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) induce any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business customers of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) with whom the Executive does nothas had contacts or relationships, directly or indirectly, participate induring and within the scope of his employment with the Company, become associated withto curtail or cancel their business with such companies or any of them; (iii) acting alone or in conjunction with others, directly or indirectly disclose to any person, firm or corporation the names of any customers of the Company or any of its subsidiaries; (iv) acting alone or in conjunction with others, solicit or canvass business from any person who was a customer of the Company or any of its subsidiaries at or prior to termination of the Executive's employment; or (v) acting alone or in conjunction with others, directly or indirectly induce, or otherwise have responsibilities that relate attempt to the conduct or operations ofinfluence, any Competitive Business executive of the Company or any of its subsidiaries to terminate their employment. The provisions of clauses (i), (ii), (iii), (iv), and (v) above are separate and distinct commitments independent of each of the other clauses. It is agreed that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less not more than five percent 2% of the stock equity securities of a publicly-held corporation whose stock is traded any company having securities listed on a national securities registered exchange or regularly traded in an the over-the-counter marketmarket shall not, of itself, be deemed inconsistent with cause (i).

Noncompetition. During The Executive agrees with the Company that for the longer of (i) the three-year period beginning on the date of this Agreement or (ii) the period during which the Executive is employed by the Company (or any successor thereto) or its subsidiaries or Affiliates (as defined in the Employment PeriodAgreement) (collectively, the “REIT”), and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during for one year thereafter (the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall not will not, (a) directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorindirectly, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business involving real property development, construction, acquisition, ownership or operation, whether such business is conducted by the Executive individually or as a principal, partner, member, stockholder, director, trustee, officer, employee or independent contractor of any Person (as defined below) or (b) own any interests in real property which is in competition are competitive, directly or indirectly, with any business of carried on by the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)REIT; provided, however, that this Section 1 shall not be deemed to prohibit any of the foregoing will not prohibit following: (I) any of the real estate (and real estate-related) activities listed on Schedule A hereto, the Executive’s ownership, marketing, sale, transfer or exchange of any of the Executive’s interests in any of the properties or entities listed on Schedule A hereto or any other permitted activities listed on Schedule A hereto, (II) the direct or indirect ownership by the Executive from participating in or becoming associated with a person if (i) less than 10% of up to five percent of the consolidated gross revenues outstanding equity interests of any public company, (III) any activities with respect to residential real estate and (IV) a direct or indirect passive ownership by the Executive of equity or similar ownership interests of any corporation, partnership, limited liability company, joint venture, association or other entity that is not a public company, provided that the Executive is not involved in the management or operation of such personPerson or its business (as a director, together with its affiliatestrustee, derive from activities officer, employee or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”otherwise) and (ii) the Executive such Person does notnot engage, directly or indirectly, participate inin (x) the development, become associated withconstruction, acquisition, ownership or otherwise have responsibilities that relate to the conduct operation of neighborhood and community shopping centers or operations of, (y) any Competitive Business that is conducted by such person other business or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes enterprise in competition with any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent material business activities of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)REIT.

Noncompetition. During The Executive acknowledges and agrees that he or she has received and shall continue to receive valuable Confidential Information and Trade Secrets of the Employment PeriodCompany and exposure to key suppliers, service providers, group leaders and educational tour customers of the Company. Accordingly, because of Executive’s access to, and following termination of knowledge of, the Company’s Confidential Information and Trade Secrets and key suppliers, service providers and customers, as well as Executive’s employment with extraordinary position within the Company, Holdco Executive would be in a unique position to divert business from the Company and to commit irreparable damage to the Company were Executive to be allowed to compete with the Company or to commit any of their affiliates, during the “Restriction Period” (as hereinafter defined)other acts prohibited below. The Executive therefore agrees that in order to protect the legitimate business interests of the Company, the Executive shall not not, during Executive’s employment and for the Noncompete Period (as each is defined below), directly or indirectly participate in indirectly, own, organize, consult with, be employed by, advise, be a partner of or permit his name directly joint venturer with, be a director or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that ismanaging member of, or intends otherwise assist or provide services to, any Competitor within the Restricted Area (as each is defined below) except to be, engaged in any business which the extent Executive is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business acting on behalf of the Company or any in furtherance of its subsidiaries or affiliates (a “Competitive Business”) the Company’s interests. The Executive further agrees that, during Executive’s employment and (ii) for the Noncompete Period, the Executive does shall not, directly or indirectly, participate in, become associated with, purchase any equity securities of any corporation or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner other business (other than by ownership of as a shareholder or beneficial owner directly or indirectly owning one percent (1%) or less than five percent of the stock outstanding securities of a publicly-held corporation whose stock public company) which is traded on a national securities exchange or in an over-the-counter market)Competitor without the prior written consent of the Company.

Noncompetition. During the Employment Periodterm of this Agreement and for a period of one (1) year following the Termination Date, and following termination Executive shall not, without the express written consent of the Executive’s employment with the Company, Holdco and directly or indirectly: (i) engage, anywhere within the geographical areas in which the Company is conducting business operations or providing services as of the date of Executive’s termination of employment, in the tissue engineering business (the use of implantable absorbable materials, with or without a bioactive component, to attempt to elicit a specific cellular response in order to regenerate tissue or to impede the growth of tissue or migration of cells) (the “Tissue Engineering Business”), neurosurgery business (the use of surgical instruments, implants, monitoring products or disposable products to treat the brain or central nervous system) (“Neurosurgery Business”) or in any other line of their affiliates, business the revenues of which constituted at least 50% of the Company’s revenues during the “Restriction Period” six (as hereinafter defined)6) month period prior to the Termination Date (together with the Tissue Engineering Business and Neurosurgery Business, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to “Business”); (ii) be used by or become associated with (including as an advisora stockholder, representativepartner, agentowner, promoterofficer, independent contractordirector or employee or agent of, provider of personal services or otherwise) any person, corporation, partnership, firm, association a consultant to or give financial or other enterprise assistance to, any person or entity (a “person”) that is, or intends to be, engaged in any business which is the Business; (iii) seek in competition with the business of the Company to procure orders from or do business with any customer of the Company; (iv) solicit, or contact with a view to the engagement or employment by any person or entity of, any person who is an employee of the Company; (v) seek to contract with or engage (in such a way as to adversely affect or interfere with the business of the Company) any person or entity who has been contracted with or engaged to manufacture, Holdco assemble, supply or deliver products, goods, materials or services to the Company; or (vi) engage in or participate in any effort or act to induce any of their respective subsidiaries the customers, associates, consultants, or affiliates in employees of the Company to take any geographic area in action which might be disadvantageous to the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that nothing herein shall prohibit Executive and his affiliates from owning, as passive investors, in the foregoing will aggregate not prohibit the Executive from participating in or becoming associated with a person if (i) less more than 105% of the consolidated gross revenues outstanding publicly traded stock of any corporation so engaged; and provided, further, following the Termination Date, that Executive shall not be prohibited from (1) making any investment in, being or becoming a partner, owner, officer, director or employee or agent of, or consultant to, or give financial or other assistance to, any business enterprise (including, without limitation, any investment or venture capital fund or investment bank) that makes or has made any investment in or that provides advisory, financing or underwriting services to any Person or entity engaged in the Business provided that Executive does not render services (whether as an employee, consultant, advisor or otherwise) to the division or portion of such personperson or entity engaged in the Business or (2) rendering services (including under (1) above) to an entity conducting its business operations or providing services in the Business, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) if such entity is diversified and (ii) the Executive does notnot render services, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct division or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent portion of the stock of a publicly-held corporation whose stock entity which is traded on a national securities exchange conducting its business operations or providing services in an over-the-counter market)the Business.

Noncompetition. During The Participant agrees with the Employment PeriodCompany that, for so long as the Participant is employed by the Company or any of its Subsidiaries and continuing for twelve (12) months (or such longer period as may be provided in an employment or similar agreement between the Participant and the Company or one of its Subsidiaries or as provided in the last sentence of this Section 4) following a termination of the Executive’s such employment with the Company, Holdco and under Sections 3(a)(v) or (vi) of this Agreement or that occurs after any of their affiliates, during the “Restriction Period” (as hereinafter defined)Market Share Units have vested, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorParticipant will not, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business without the prior written consent of the Company, Holdco directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, engage or otherwise become involved in a Competing Business in the Americas, Europe, Middle East or Asia, or in any other geographic area throughout the world (a) in which the Company or any of their respective subsidiaries or affiliates its Subsidiaries has engaged in any geographic of the activities that comprise a Competing Business during the Participant’s employment, or (b) in which the Participant has knowledge of the Company’s plans to engage in any of the activities that comprise a Competing Business (including, without limitation, in any area in which any customer of the Company, Holdco Company or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”its Subsidiaries may be located); provided, however, that the foregoing will not prohibit provisions of this Section 4 shall apply solely to those activities of a Competing Business, with which the Executive from participating in Participant was personally involved or becoming associated with a person if (i) less than 10% of for which the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of Participant was responsible while employed by the Company or any its Subsidiaries during the twelve (12) month period preceding termination of its subsidiaries the Participant’s employment. This Section 4 will not be violated, however, by the Participant’s investment of up to US$100,000 in the aggregate in one or affiliates (more publicly-traded companies that engage in a “Competitive Competing Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes The restrictions of this Agreement, Section 4 shall also apply during the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or continued settlement period after Retirement described in an over-the-counter marketSection 3(a)(vi).

Noncompetition. (a) During the Employment Periodperiod commencing on the date hereof and ending on the date that is three years after the Effective Time (as defined in the Merger Agreement), and following termination of Shareholder, subject to Section 1(b), shall not, directly or indirectly (including, without limitation, through any existing or future Affiliate (as defined below)), own, manage, operate, control, enable (whether by license, sublicense, assignment or otherwise) or otherwise engage or participate in, or be connected as a shareholder, director, officer, employee, partner, member, lender, guarantor or advisor of, or consultant to, any corporation, limited liability company, partnership or other entity or person that, directly or indirectly, (1) engages in the Executive’s employment with Business in the Business Area, (2) competes in the Business in the Business Area against the Company, Holdco and the Parent, or any of their affiliatesdirect or indirect subsidiaries (including partnerships or other entities in which such persons hold more than 50% of the combined voting power) engaged in the Business, during the “Restriction Period” or (as hereinafter defined)3) markets, the Executive shall not distributes or sells any products that are marketed, distributed or sold, directly or indirectly participate through intermediaries, in the Business Area that are competitive to Business products marketed sold or permit his name distributed by the Company, the Parent, or any of their existing or future direct or indirect subsidiaries (including partnerships or other entities in which such persons hold more than 50% of the combined voting power) engaged in the Business. Without limiting the generality of the foregoing, Shareholder shall not, directly or indirectly to be used by (including, without limitation, through any existing or become future Affiliate or any other entity or person Shareholder is associated with in any of the above capacities): (including i) engage in research, development, manufacture, licensing, marketing, distribution or sale of any existing or future products or services relating to the Business; (ii) have any ownership interest in, manage, operate, control, be connected with as an advisora shareholder (except as permitted by Section 1(b)), joint venturer, officer, director, agent, lender, representative, agentpartner or employee of, promoteror consultant to, independent contractoror otherwise engage or invest or participate in, provider of personal services the Business or otherwise) any person, corporation, partnership, firm, association or other enterprise person or entity that takes any of the actions described in Clauses (a “person”1), (2) that is, or intends to be, engaged in (3) above; (iii) accept any business which is in competition with relating to the Business from any business existing or prospective Business customer of the Company, Holdco the Parent, or any of their respective existing or future direct or indirect subsidiaries or affiliates in any geographic area (including partnerships and other entities in which such persons hold more than 50% of the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or combined voting power) that are engaged in the Business, or solicit or knowingly encourage any such business customer to terminate or at adversely alter any relationship with respect to the Business such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated person may have with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries existing or affiliates future Affiliates engaged in the Business; and (a “Competitive Business”iv) and (ii) market, sell, distribute, endorse or promote, any products or services that are competitive with products or services of the Executive does notBusiness or any products or services of the Company, directly or indirectly, participate in, become associated withthe Parent, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any their direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner subsidiaries (including partnerships and other entities in which such persons hold more than by ownership of less than five percent 50% of the stock combined voting power) engaged in the Business. (b) Consistent with the foregoing provisions of Section 1(a), Shareholder may own (solely as a passive investor) securities in any publicly-held corporation whose stock is traded on a national securities exchange that may be engaged in the Business, but only to the extent Shareholder does not own, of record or beneficially, an aggregate of two percent (2%) or more of the outstanding beneficial ownership of such corporation. (c) The restrictions set forth in an over-the-counter marketthis Section 1 shall apply worldwide (the "Business Area"), due to the global nature of the Business.

Noncompetition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliatesThe Executive agrees that, during the “Restriction Restricted Period” (as hereinafter defined), the Executive will not engage in Competition (as defined below). The Executive shall not be deemed to be engaging in “Competition” if she, directly or indirectly participate indirectly, anywhere in the continental United States in which the Company conducts business or permit his name directly has plans to conduct business, owns, manages, operates, controls or indirectly to be used by participates in the ownership, management, operation or become associated with (including control of or is connected as an advisorofficer, representativeemployee, agentpartner, promoterdirector, independent contractorconsultant or otherwise with, provider of personal services or otherwise) has any personfinancial interest in, corporation, partnership, firm, association any business (whether through a corporation or other enterprise or entity (a “person”entity) that is, or intends to be, engaged in any business which is in competition activity that could be deemed to be competitive with any business portion of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of conducted by the Company or any of its subsidiaries Affiliates; provided that Competition shall not include any activities (whether carried out directly by Executive in her individual capacity or affiliates indirectly, as an employee, officer, director, owner, or otherwise of/through one or more entities.) which are (a i) in any way related to the activities listed on Schedule C of the Unit Purchase Agreement dated September 2, 2014 by an among Executive, Xxxxxx X. Xxxxxxx and Company (the “Competitive BusinessPurchase Agreement”) and or (ii) not specifically covered by the Executive does notnon-compete provisions contained in the Purchase Agreement. Ownership for personal investment purposes only of less than 5% of the voting stock of any publicly held corporation shall not constitute a violation hereof. Notwithstanding the above, directly or indirectly, participate in, become associated with, or otherwise have responsibilities in the event that relate the Employment Period ends due to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes Company’s failure to renew the Term of this Agreement, the term “participate” includes any direct or indirect interest, whether Non-Competition covenant contained in this Section 6(d) shall immediately expire and be of no further force and effect as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock date of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)the termination of the Employment Period.

Noncompetition. During the Employment period commencing on the Effective Date and ending on December 31, 2012 (the “Non-Competition Period”), and following termination of the Executive’s employment Stockholder shall not (other than in connection with any services to Buyer or any subsidiary thereof, including, but not limited to LTX-Credence and/or the Company, Holdco and any or their respective successors or assigns), without the prior written consent of their affiliatesBuyer, during directly or indirectly: (a) engage, anywhere in the “Restriction Period” Restricted Territory (as hereinafter defineddefined below), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is (including research and development), operations, activities and/or services that are related to any design, development, implementation, sale, marketing, promotion, supply, distribution or resale, in competition with any business form, of advanced test systems and solutions for the semiconductor industry, or provides the products and services of the Company, Holdco Buyer, LTX-Credence, or any affiliates of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operatethe foregoing, compete or are engaged as such exist as of the Closing Date, as such term is defined in such business or at such time intend so to operatethe Merger Agreement, compete or become engaged in such business (a “CompetitorCompeting Business Purpose”). For avoidance of doubt, a “Competing Business Purpose” shall not include any business (including research and development), operations, activities and/or services entered into by Company, Buyer, LTX-Credence, or any affiliates of any of the foregoing after the Closing Date; (b) be or become an officer, director, stockholder, owner, affiliate, co-owner, partner, trustee, employee, agent, representative, supplier, contractor, consultant, advisor or manager of or to, or otherwise acquire or hold any interest in, or participate in or facilitate the financing, operation, management or control of, any firm, partnership, corporation, person, entity or business that engages or participates in a Competing Business Purpose in the Restricted Territory; or (c) contact, solicit or communicate with the Company’s (or its successor’s) customers in connection with a Competing Business Purpose; provided, however, that nothing in this Agreement shall prevent or restrict Stockholder from any of the foregoing will not prohibit the Executive from participating in or becoming associated with a person if following: (i) owning as a passive investment less than 10% one percent (1%) of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business outstanding shares of the Company capital stock of a corporation (whether public or any of its subsidiaries or affiliates (private) that is engaged in a “Competitive Business”) Competing Business and Stockholder is not otherwise associated with such corporation; (ii) performing speaking engagements and receiving honoraria in connection with such engagements; (iii) being employed by any government agency, college, university or other non-profit research organization; (iv) owning a passive equity interest in a private debt or equity investment fund in which the Executive Stockholder does not, directly not have the ability to control or indirectly, participate in, become associated with, exercise any managerial influence over such fund; or otherwise have responsibilities that relate (v) any activity consented to the conduct or operations of, any Competitive Business that is conducted in a prior writing by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Buyer.

Noncompetition. During the Employment PeriodPeriod and, and following in the case of a -------------- termination of the Executive’s Employee's employment with for Cause, for a period of six (6) months following the Companydate of termination of employment, Holdco and any or, in the case of their affiliatesa termination of the Employee's employment without Cause, during for a period of one day following the “Restriction date of termination of employment (the "Covered Period” (as hereinafter defined"), the Executive shall Employee agrees not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which is Competitive Activity within one (1) mile where the Company has operations or has an area of mutual interest ("AMI") in competition with any business an oil and gas property anywhere in United States. As used herein, the term "Competitive Activity" shall mean the following: (i) providing competitive services, other than on behalf of the Company, Holdco or to any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business Customer (a “Competitor”as defined below); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether serving as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditoragent or representative of, or owner (otherwise associating in any other capacity with, any person, corporation, partnership, limited liability company, sole proprietorship, association or other business enterprise, other than by ownership the Company, engaged in the business of less oil and gas exploration, drilling and production or any other business in which the Company is engaged (each, a "Competitive Enterprise"), or engaging individually in any Competitive Enterprise; (iii) owning or acquiring, directly or indirectly, any interest in any Competitive Enterprise (provided, however, the Employee shall be allowed to passively own for investment purposes, directly or indirectly, no more than five ten percent (10%) of the stock issued and outstanding publicly traded securities of any issuer engaged in a publicly-held corporation whose stock Competitive Enterprise); (iv) soliciting or inducing any partner, stockholder, member, principal, director, officer, employee, consultant, agent or other representative of the Company or one or more affiliates to leave the employ or retention of the Company or such affiliate or hiring away any of the foregoing persons; and/or (v) encouraging, requesting or advising, explicitly or implicitly, any Customer or supplier of the Company or one or more of its affiliates to withdraw, curtail or cancel its business relationships with the Company or any affiliate thereof (unless expressly requested to do so by the Company as part of the Employee's employment services provided hereunder). As used in this Section 9, the term "Customer" shall include any person who is traded on or was a national securities exchange customer of the Company or in an over-the-counter market)affiliate thereof at any time during the period commencing with the Employment Period through the end of the Covered Period.

Noncompetition. During the Employment PeriodSeller will, and following termination will cause each of its officers and directors to, for a period of five (5) years from the Executive’s employment Closing Date, refrain from, either alone or in conjunction with the Companyany other Person, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not or directly or indirectly participate in through its present or permit his name directly future Affiliates: (i) employing, engaging or indirectly seeking to be used employ or engage any Person who within the prior twelve (12) months had been an officer or employee of the Company or a Subsidiary, unless such officer or employee (A) resigns voluntarily (without any solicitation from Seller or any of its Affiliates) or (B) is terminated by the Company or become associated with any Subsidiary after the Closing Date; (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services ii) causing or otherwiseattempting to cause (A) any personclient, corporation, partnership, firm, association customer or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business supplier of the CompanyCompany or any Subsidiary to terminate or materially reduce its business with the Company and the Subsidiaries or (B) any officer, Holdco employee or consultant of the Company or any Subsidiary to resign or sever a relationship with the Company or a Subsidiary; (iii) disclosing (unless compelled by judicial or administrative process) or using any confidential or secret information relating to the Company or any of the Subsidiaries or any of their respective subsidiaries clients, customers or affiliates suppliers; or (iv) participating or engaging in (other than through the ownership of five percent (5%) or less of any geographic area class of securities registered under the Securities Exchange Act of 1934, as amended), or otherwise lending assistance (financial or otherwise) to any Person participating or engaged in, any of the lines of business in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries the Subsidiaries is participating or affiliates (a “Competitive Business”) and (ii) engaged on the Executive does notClosing Date in any jurisdiction listed in SCHEDULE 4.11 OF THE DISCLOSURE SCHEDULE, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to which are all of the conduct or operations of, any Competitive Business that is conducted by such person jurisdictions in which the Company or a division, group, Subsidiary participates or subsidiary or affiliate engages in such line of such person. For purposes of this Agreement, business on the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Closing Date.

Noncompetition. During the Employment Period, term of Executive's employment and following for two years after any termination of the employment, and, if Executive’s 's employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter definedis terminated by Executive pursuant to Sections 4.5(f)(ii)(2) or 4.5(f)(ii)(3)(B), for so long as payments are being made to the Executive pursuant to Section 4.5(f)(iv)(2) hereof, Executive shall not directly or indirectly participate indirectly: (i) engage, anywhere in the world, in the manufacture, assembly, design, distribution or permit his name directly marketing of any product or indirectly equipment substantially similar to any product or equipment which at any time during the term of such employment or the immediately preceding twelve month period has been manufactured, sold or distributed by Company or any product or equipment which Company was developing during such period for future manufacture, sale or distribution; (ii) be used by or become associated with (including as an advisora stockholder, representativepartner, agentowner, promoterofficer, independent contractordirector or employee or agent of, provider of personal services or otherwise) any person, corporation, partnership, firm, association a consultant to or give financial or other enterprise assistance to, any person or entity (a “person”) that is, or intends to be, engaged considering engaging in any business which is such activities or so engaged; (iii) seek in competition with any the business of Company to procure orders from or do business with any customer of Company; (iv) solicit, or contact with a view to the engagement or employment by, any person or entity of any person who is an employee of Company; (v) seek to contract with or engage (in such a way as to adversely affect or interfere with the business of Company) any person or entity who has been contracted with or engaged to manufacture, Holdco assemble, supply or deliver products, goods, materials or services to Company; or (vi) engage in or participate in any effort or act to induce any of the customers, associates, consultants, or employees of Company or any of their respective subsidiaries or its affiliates in to take any geographic area in action which the Company, Holdco might be disadvantageous to Company or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)its affiliates; provided, however, that the foregoing will not nothing herein shall prohibit the Executive and his affiliates from participating owning, as passive investors, in or becoming associated with a person if (i) less the aggregate not more than 105% of the consolidated gross revenues outstanding publicly traded stock of such person, together with its affiliates, derive from activities or businesses that are in competition with any business corporation so engaged. The duration of the Company or any Executive's covenants set forth in this Section shall be extended by a period of its subsidiaries or affiliates (a “Competitive Business”) and (ii) time equal to the number of days, if any, during which the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate is finally determined by a court of competent jurisdiction to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent be in violation of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)provisions hereof.

Noncompetition. During Executive hereby covenants and agrees with BancorpSouth that beginning on the Employment Period, Retirement Date and following for a period of two years after the termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during Consulting Period (the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall will not directly or indirectly participate indirectly, in any capacity whatsoever, for Executive or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) for any other person, firm, corporation, partnership, firm, association or other enterprise entity, as a partner, stockholder or entity otherwise: (i) operate, develop or own any interest (other than the ownership of less than 5% of the equity securities of a publicly-traded company) in, or be employed by or consult with, any business which has engaged or engages in activities in any county in any state in which the Company or any Affiliate has an office or in any county in any state where Executive, at the termination of the Consulting Period or for 12 months prior to such termination, performed services for the Company or any Affiliate or drew customers (hereinafter, the “Territory”) constituting or relating to the establishment, ownership, management or operation of a bank or financial services business or other related business (including without limitation, solicitation of banking, insurance or securities products and services) (a “personCompeting Business”); (ii) that is, compete with the Company or intends to be, engaged its Affiliates in the operation or development of any Competing Business; (iii) engage in any business which is as or act as a financial services professional (including without limitation the profession of commercial banker), or provide consultation or other such services concerning financial services, either on Executive’s own behalf or on behalf of any other person, firm or corporation in competition the Territory; (iv) call upon, communicate with an attempt to procure or otherwise attempt to procure, service or maintain, any financial services account with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business known customer of the Company or its Affiliates; or (v) except as permitted under Section 6(c), disclose at any of its subsidiaries time any confidential or affiliates secret information concerning (a “Competitive Business”) and (iiA) the Executive does notbusiness, directly affairs or indirectly, participate in, become associated withoperations of the Company or its Affiliates, or otherwise have responsibilities that relate to the conduct (B) any marketing, sales, advertising or operations of, any Competitive Business that is conducted by such person other concepts or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent plans of the stock of a publicly-held corporation whose stock is traded on a national securities exchange Company or in an over-the-counter market).its Affiliates. 

Noncompetition. During the Employment Period, and following termination of the Executive’s employment with the You hereby agree that while you are employed by Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive you shall not engage in or provide services to any business that is directly or indirectly participate competitive with or detrimental to any present or contemplated business of the Company known to you. Each of the following activities shall, without limitation, be deemed to constitute engaging in business within the meaning of this Section: to engage in, work with, have an interest or concern in, advise, lend money to, guarantee the debts or obligations of, or permit one's name or any part thereof to be used in connection with, an enterprise or endeavor, either individually, in partnership, or in conjunction with any person or persons, firms, associations, companies, or corporations, whether as a principal, agent, shareholder, employee, officer, director, partner, consultant or in any other manner whatsoever; provided, however, that you shall retain the right to invest in or permit his name have an interest in entities traded on any public market or offered by any national brokerage house, provided that said interest does not exceed five percent (5%) of the voting control of said entity. In addition, you may make passive investments in privately held entities that are determined by the Board of Directors of the Company not to be competitors of Company. You also agree that if your employment is terminated in connection with a Change of Control, then to the extent permitted by applicable law, for a period of one year after the date of such Change of Control transaction, you shall not engage in (as defined above) any activity with, or provide services to, any persons, firms, associations, companies, corporations, partnerships, or entities that the Company in good faith reasonably determines are directly or indirectly to be used by competitive with the then-present or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any contemplated business of the Company, Holdco or any of their respective subsidiaries or affiliates Company following notification by you to the Company (which prior notification you agree to provide before engaging in any geographic such activity or service and which notice shall describe the company, the title of the position and the general area of responsibility only) that you in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged good faith desire to accept to engage in such business activity or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)service; provided, however, that the foregoing will Company may not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less make more than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)(5) separate such determinations.

Noncompetition. During the Employment PeriodGibbx xxxnowledges that, in addition to his access to and following termination possession of the Executive’s employment with the Company, Holdco and any of their affiliatesConfidential Information, during the “Restriction Period” (as hereinafter defined)Term he will acquire valuable experience and special training regarding the Company's business and that the knowledge, experience, and training he will acquire would enable him to injure the Executive shall not directly or indirectly participate in or permit his name directly or indirectly Company if he were to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which that is in competition competitive with any the business of the Company. Therefore, Holdco Gibbx xxxll not, at any time during the Term and for the twelve (12) consecutive months immediately after the Termination Date, directly or any of their respective subsidiaries indirectly (as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, or affiliates manager or in any geographic area other individual or representative capacity), engage, invest, or participate in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged business in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in direct competition with any the business of the Company within a fifty (50)-mile radius of each location, or any set or group of its subsidiaries locations, (i) at, from, or affiliates to which the Company conducts or has conducted business or renders, provides, or delivers, or has rendered, provided, or delivered, services or products during the Measurement Period (a “Competitive Business”as defined below) and or (ii) that is or has been, during the Executive does notMeasurement Period, directly the subject of a Proposal (as defined below) to conduct business or indirectlyrender, participate in, become associated withprovide, or otherwise have responsibilities that relate to the conduct deliver services or operations ofproducts thereat, any Competitive Business that is conducted by such person or a division, grouptherefrom, or subsidiary or affiliate of such personthereto. For purposes of this Agreement"Measurement Period" means, with respect to Gibbx' xxtivity (A) at any time during the Term, the term “participate” includes Term and (B) at any direct time on or indirect interestafter the Termination Date, whether as an officerthe six (6) consecutive months preceding, directorand including, employeethe Termination Date. "Proposal" means a written or formal proposal, partnerbid, sole proprietorarrangement, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditorunderstanding, or owner agreement by the Company to or with another person that reflects or contains negotiated or substantive terms, but does not include any marketing contact by the Company where the other person has not solicited that contact or indicated any interest in doing business with the Company. (other than by ownership of Gibbx xxxll not be prohibited, however, from owning, as a passive investor, less than five percent (5%) of the publicly traded stock or other securities of any entity engaged in a publicly-held corporation whose stock business competitive with that of the Company.) Gibbx xxxresents and agrees that (x) the Company has agreed to provide him, and he will receive from the Company, special experience and knowledge, including Confidential Information, (y) because the Confidential Information is traded on valuable to the Company, its protection (particularly from any competitive business) constitutes a national securities exchange legitimate interest to be protected by the Company by enforcement of the restriction in this Article 7, and (z) the enforcement of the restriction in this Article 7 would not be unduly burdensome to Gibbx xxx that, in order to induce the Company to enter into this Agreement (which contains various benefits to Gibbx xxx obligations of the Company with respect to Gibbx' xxployment), Gibbx xx willing and able to engage, invest, or participate in an over-the-counter market).business after the Termination Date so as not to violate this Article 7. The Parties agree that the restrictions in this Article 7 regarding scope of activity, duration, and geographic area are reasonable; however, if any court should determine that any of

Noncompetition. During the Employment PeriodExecutive’s employment with the Company and, and following upon termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the following post-termination periods, to the extent applicable to such termination: (x) if such termination occurs during the term of this Agreement, the 24 month period following the termination of Executive’s employment or (y) if such termination occurs after the expiration of this Agreement in accordance with its terms (a “Restriction Period” (as hereinafter definedContract Expiration”), the period, if any, following termination of the Executive’s employment and through the second anniversary of the Contract Expiration, Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisornot, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business without the prior written consent of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated withas a stockholder owning beneficially or of record more than 5% of the outstanding shares of any class of stock of any issuer, or otherwise have responsibilities that relate to the conduct or operations ofas an officer, any Competitive Business that is conducted by such person or a divisiondirector, groupemployee, partner, consultant, joint venturer, proprietor, or subsidiary otherwise, engage in or affiliate have a financial interest in any Competing Business in the United States or in any other jurisdiction in which the Company is actively engaged in business or with respect to which, at the time of Executive’s action (or, if Executive is not an employee of the Company at such persontime, the date his employment with the Company terminated), the Company had taken material steps toward becoming actively engaged in such business. For purposes of this Agreement, the term “participateCompeting Business” includes shall mean any direct business which is engaged in (i) the business of structuring, obtaining the financing for (including, but not limited to, raising capital for investment funds or indirect interestvehicles established to invest in transactions sponsored, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditorarranged or facilitated by the Company), or owner otherwise implementing or facilitating long-term financing of corporate property using leasing arrangements (other than by ownership of less than five percent “Leasing Transactions”) or (ii) any activities that (x) compete with any aspect of the stock Company’s business that accounted for at least 5% of a publicly-held corporation whose stock the Company’s revenues or profits in any four of the last eight completed fiscal quarters of the Company ended prior to Executive’s termination of employment or (y) compete or would compete with any business activities to which the Company has committed significant resources to expand its presence, or to enter into or otherwise commence, during the two year period prior to Executive’s termination of employment and that the Company is traded on a national securities exchange still actively pursuing at the date of Executive’s termination of employment (the activities described in subclauses (x) and (y) hereafter called the “Other Material Operations”); provided that nothing in this Agreement shall preclude Executive from providing services to any Competing Business so long as such services do not relate, directly or in an over-the-counter market).indirectly, to

Noncompetition. During The Executive acknowledges and agrees that in the Employment Periodperformance of this Agreement, she will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers of the Company. The Executive also acknowledges that any Confidential Information gained by her during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that the Executive not compete with the Company during the Term and not compete with the Company for a reasonable period after the Term, as further provided in the following provisions. Accordingly, the Executive agrees that so long as she is an employee of the Company and for 12 months thereafter: (a) The Executive will not directly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity, other than the Company or a Related Company, engage in or assist any other person or entity to engage in any business which directly competes with any business in which the Company or any Related Company is engaging or in which the Company or any Related Company plans to engage or is actively evaluating engaging, during or at the time of the termination of the Executive’s employment with engagement hereunder, anywhere in the Company, Holdco and United States or anywhere else in the world where the Company or any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isRelated Company does business, or intends plans to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such do business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)is actively evaluating doing business; provided, however, provided that the foregoing will not nothing contained herein shall prohibit the Executive from participating in or becoming associated with being a person if (i) passive owner of less than 10% one percent (1%) of the consolidated gross revenues outstanding stock or any class of such personsecurities of any corporation or other entity which is publicly traded or privately held; and (b) The Executive will not directly, together with its affiliatesindividually or as a consultant to, derive from activities or businesses that are employee, officer, director, manager, stockholder, partner, member or other owner or participant in competition with any business entity solicit or endeavor to entice away from the Company or any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the business relationship of the Company or any Related Company with, any person or entity who is, or was within the one year period immediately prior to the termination of its subsidiaries the Executive’s engagement hereunder, (i) employed by or affiliates (a “Competitive Business”) and consultant to the Company or any Related Company or (ii) the Executive does not, directly a customer or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations client of, supplier to or other party having material business relations with the Company or any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Related Company.

Noncompetition. During Subject to the Employment PeriodClosing, and following termination as an inducement to Buyer to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and to preserve the goodwill associated with the Business, Company and each Shareholder agrees that, for a period of five (5) years after the Closing Date, neither Company nor such Shareholder will, directly or indirectly: (a) Engage in, continue in or carry on any business that competes in any aspect of the Executive’s Business, including owning or controlling any financial interest in any Competitor; (b) Consult with, advise or assist in any way, whether or not for consideration, any Competitor in any aspect of the Business, including advertising or otherwise endorsing the products or services of any such Competitor, soliciting customers or otherwise serving as an intermediary for any such Competitor or loaning money or rendering any other form of financial assistance to any such Competitor; (c) Solicit, induce or otherwise offer employment or engagement as an independent contractor to, or engage in discussions regarding employment or engagement as an independent contractor with, any Person who is or was an employee, commissioned salesperson or consultant of, or who performed similar services for, the Business, or assist any third party with the Company, Holdco and respect to any of their affiliatesthe foregoing, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly unless such Person has been separated from his or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association her employment or other enterprise or entity relationship with Buyer and each of its Affiliates for a period of six (a “person”6) that is, or intends to be, engaged consecutive months; or (d) Engage in any business practice the purpose of which is in competition with any business to evade the provisions of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so this covenant not to operate, compete or become engaged in such business (a “Competitor”)compete; provided, however, that the foregoing will shall not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less not more than five percent (5%) of the stock securities of a publicly-held corporation whose stock any Person that is traded listed on a national securities exchange or traded in an the national over-the-counter market). The geographic scope of this covenant not to compete shall extend throughout the United States and to any foreign countries that Buyer markets the Business during the five (5) years following the Closing Date. Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any Person that purchases all or any portion of the Business, Purchased Assets or Assumed Liabilities. Recognizing the specialized nature of the Business, Company and Shareholders acknowledge and agree that the duration, geographic scope and activity restrictions of this covenant not to compete are reasonable.

Noncompetition. During The Executive hereby covenants and agrees that during the Employment Period, Term and for a period of one year following termination the end of the Executive’s employment with the Company, Holdco and any of their affiliates, during Employment Term (the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisorwill not, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business without the prior written consent of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate inon his own behalf or in the service or on behalf of others, become associated withwhether or not for compensation, engage in any business activity, or otherwise have responsibilities that relate to the conduct any interest in any person, firm, corporation or operations ofbusiness, any Competitive Business that is conducted by such person or through a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct parent entity or indirect interest, other entity (whether as an officera shareholder, directoragent, employeejoint venture, security holder, trustee, partner, sole proprietorexecutive, trusteecreditor lending credit or money for the purpose of establishing or operating any such business, beneficiarypartner or otherwise) with any Competing Business in the Covered Area. For the purpose of this Section 6(a), agent(i) "Competing Business" means any biotechnology or pharmaceutical company, representativeany contract manufacturer, independent contractor, consultant, advisor, provider of personal services, creditorany research laboratory or other company or entity (whether or not organized for profit) that has, or owner is seeking to develop, one or more products or therapies that is related to (A) treatment of disorders of the central nervous system, including fibromyalgia, post-traumatic stress disorder, headaches (B) any other than disorders that are addressed by the Company’s pipeline programs and intellectual property portfolio and (ii) "Covered Area" means all geographical areas of the United States and foreign jurisdictions where the Company (or its subsidiaries) then have offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the foregoing, Executive may provide services for a company engaged in a Competitive Business so long as (i) he is not providing services for that portion of the business that is engaged in the Competitive Business, (ii) the Competitive Business does not represent 25% or more of the revenues of the business and (iii) the company has annual revenues in excess of $1 billion. Passive ownership of less than five percent of the stock 5% of a publicly-held corporation whose stock is traded on public company shall not be a national securities exchange or in an over-the-counter marketviolation of this Section 6(a).

Noncompetition. During the Employment Period, and following termination Noncompetition Period (as hereinafter defined) each Shareholder who is the holder of five percent (5%) or more of the Executive’s employment with voting power of the Shares will not, directly or indirectly, or as a stockholder, partner, member, manager, employee, consultant or other owner or participant in any Person other than the Company, Holdco and (i) engage in or assist any of their affiliates, during other Person to engage in any Covered Business (as hereinafter defined) anywhere in the “Restriction Period” Covered Area (as hereinafter defined), (ii) solicit or endeavor to entice away from the Executive shall not directly Company, or indirectly participate in offer employment or permit his name directly a consulting position to, or indirectly to be used by or become associated otherwise materially interfere with (including as an advisorthe business relationship of the Company with, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that Person who is, or intends was within the one-year period prior thereto, an employee of or consultant to be, the Company who was primarily engaged in any business which is in competition with any business of the Covered Business, or (iii) solicit or endeavor to entice away from the Company, Holdco endeavor to reduce the business conducted with the Company by, or otherwise materially interfere with the business relationship of the Company with, any of their respective subsidiaries Person with whom the Company has engaged in collaboration, services or affiliates licensing business discussions in any geographic area in which the 12 months prior to the Closing, or other Person having business relations with, the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are in each case who was primarily engaged in such business or at such time intend so to operatethe Covered Business. Notwithstanding the foregoing, compete or become engaged nothing in such business (a “Competitor”); provided, however, that the foregoing will not this Section 5.17 shall prohibit the Executive any Shareholder from participating in or becoming associated with a person if (i) less than 10% issuing a general solicitation for employment or services or hiring or engaging any of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses foregoing Persons who respond to a general solicitation to the public that are in competition with is not specifically directed to any business of the Company foregoing Persons, (ii) being a director, officer or employee of Purchaser or any of its subsidiaries Affiliates following Closing or affiliates owning the Consideration Shares or other shares of Purchaser Common Stock and/or making passive investments in up to 5% of the equity interests of any publicly traded company, (a “Competitive Business”iii) and maintaining any current investments in existence as of the date hereof (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate none of which investments shall themselves be subject to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes restrictions of this Agreement, the term “participate” includes Section 5.17) or (iv) making any direct investments or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (taking any other than actions that are approved in writing by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Purchaser.

Noncompetition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive a) This Section 5.11 shall not directly or indirectly participate in or permit his name directly or indirectly apply to be used by or become associated with (including as an advisorthe TA Associates Entities, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco Madison Capital Funding LLC or any of their respective subsidiaries Affiliates or affiliates in to any geographic area in which the Company, Holdco non-management Sellers or any directors who are listed on Schedule 5.11(a). (b) In consideration of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business each Seller’s intimate knowledge of the Company or any of and its subsidiaries or affiliates (a “Competitive Business”) and Subsidiaries’ Confidential Information, (ii) the Executive does notBuyer’s agreement to consummate the transactions contemplated by this Agreement conditioned on each Seller’s agreement to abide by the covenants contained herein, and (iii) the Buyer’s payment of the Purchase Price, during the period from the Closing until the expiration of the applicable Noncompetition Period, no Seller will, directly or indirectly, participate own, manage, operate, control, invest in or acquire an interest in, become associated with, or otherwise have responsibilities that relate to the conduct engage or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, participate (whether as an officera stockholder, directorpartner, member, manager, employee, partnerconsultant, sole proprietorjoint-venturer, trustee, beneficiaryinvestor, agent, sales representative, independent contractorbroker or other owner or participant) in any Person, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership the Buyer, the Company or a Subsidiary, that engages in or assists any other Person to engage in the development, manufacturing, marketing and sale of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange branded and generic pharmaceutical products, whether prescription or in an over-the-counter marketcounter, anywhere in North America, the European Union, Brazil, China or Japan (the “Market”), without regard to (A) whether such Person has its office or other business facilities within the Market, (B) whether any of the activities of the Company or its Subsidiaries occur or are performed within the Market or (C) whether the Company or its Subsidiaries resides, or reports to an office, within the Market. In consideration of the matters set forth above, and in addition to the foregoing, during the Noncompetition Period, no Seller will, directly or indirectly: (i) solicit or endeavor to entice away from the Company or a Subsidiary, or interfere with the business relationship of the Company or a Subsidiary with, any Person who is then an employee, consultant, subcontractor or sales representative of the Company or a Subsidiary; (ii) solicit or endeavor to entice away from the Company or a Subsidiary, endeavor to reduce the business conducted with the Company or a Subsidiary by, attempt to induce to terminate any contract with the Company or a Subsidiary or otherwise interfere with the business relationship of the Company or a Subsidiary with, any Person who is a customer or client of, supplier, vendor, lessor, lender or service provider to, or other Person having business relations with, the Company or a Subsidiary; or (iii) denigrate or in any manner undertake to discredit the Buyer, the Company or any Affiliate (or any successors thereof) or any other Person associated with the transactions contemplated by this Agreement. If the length of time, type of activity, geographic area or other restrictions set forth in the restrictions of this Section 5.11(b) are deemed unreasonable in any court proceeding, the parties hereto agree that the court may reduce such restrictions to ones it deems reasonable to protect the substantial investment by the Buyer, Company and their Affiliates in their respective businesses and the goodwill attached thereto. Except as so modified by such court, any such reduction shall in no way affect the validity or enforceability of such restrictions. If any provision cannot herein be modified, it shall be excised from this Agreement without affecting the validity, legality or enforceability of any of the remaining provisions of this Agreement. (c) The Sellers acknowledge that any breach or threatened breach of the provisions of Section 5.11(b) may cause irreparable injury to the Buyer and the Company and its Subsidiaries for which an adequate monetary remedy may not exist. Accordingly, in the event of any such breach, the Company shall be entitled, in addition to the exercise of other remedies, to seek injunctive and other equitable relief, without necessity of posting a bond, restraining the Sellers from committing such breach. The right provided under this Section shall be in addition to, and not in lieu of, any other rights and remedies available to the Buyer and the Company. The prevailing party in any legal action to interpret, determine or enforce its rights under Section 5.11(b) shall be entitled to recover all of its costs and expenses in connection therewith, including reasonable attorneys’ fees. (d) Each Seller to whom this Section 5.11 applies (a) has carefully read and understands all of the provisions of this Agreement and has had the opportunity for this Agreement to be reviewed by counsel and (b) acknowledges that the duration, geographical scope and subject matter of Section 5.11(b) are reasonable and necessary to protect the goodwill, customer relationships, legitimate business interests, trade secrets and Confidential Information of the Company and its Subsidiaries, and (c) in the case of individual Sellers, will be able to earn a satisfactory livelihood without violating this Agreement.

Noncompetition. During The Executive acknowledges that the Employment PeriodExecutive performs services of a unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, the Executive shall not, directly or indirectly, during the Executive’s service with the Company, and for a period ending twelve months following the termination of the Executive’s employment with the Companyservice, Holdco and provide services to or have any of their affiliatesinterest in (including, during the “Restriction Period” (as hereinafter defined)but not limited to, the Executive shall not directly or indirectly participate any interest in or permit his name directly or indirectly to be used by or become associated with (including association as an advisora sole proprietor, representativeowner, agentemployer, promoterprincipal, independent contractorinvestor, provider of personal services joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)Competitive Business; provided, however, that with respect to the foregoing will not prohibit equity of any Competitive Business which is or becomes publicly traded, the Executive from participating in or becoming associated with Executive’s ownership as a person if (i) passive investor of less than 103% of the consolidated gross revenues outstanding publicly traded stock of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or shall not be deemed a division, group, or subsidiary or affiliate violation of such personthis subsection (b). For purposes of this Agreement, “Competitive Business” means any business, in any geographical or market area where the Company or any of its subsidiaries, joint venturers or “sister” entities (but only those “sister” companies under common control by the same parent and which engage in the same businesses as the Company)(collectively, the “Non-Compete Company Group”), conducts business or provides products or services, that competes with the business of the Company, including any water filtration, filtration services or filtration equipment business, any beverage business that offers home and office delivery, any point of use business involved in water or beverages, any retail water business, any bottled water business, any brewed beverage (including, without limitation, coffee) business, or any other business in which the Non-Compete Company Group is engaged during the term “participate” includes of the Executive’s service and any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider business that the Non-Compete Company Group was actively considering conducting at the time of personal services, creditorthe Executive’s termination of service and of which the Executive has, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).reasonably should have, knowledge,

Noncompetition. During a) The Employee covenants and agrees that for a period which is the Employment Period, and following termination greater of three years from the Executive’s IPO or one year after the Employee's employment with the CompanyEmployer terminates ("Noncompete Period"), Holdco and neither the Employee nor any of their affiliatesthe Employee's Affiliates will, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in indirectly, either by providing financial assistance or permit his name directly through any manner of ownership, or indirectly to be used by or become associated with (including as an advisora director, representativeofficer, agentemployee, promoterconsultant, independent contractorprincipal, provider of personal services agent or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which activity anywhere in the United States that is in competition competitive with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)Business; provided, however, that the foregoing nothing is this Agreement will not prohibit the Executive Employee or the Employee's Affiliates from participating "beneficially owning" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) equity securities or interest of or in another corporation, partnership, joint venture, business trust or becoming associated with a person other business organization or association engaged in an activity that, if engaged in by the Employee or the Employee's Affiliates, would be prohibited by the first clause of this sentence, so long as the equity securities or interest so owned by the Employee and the Employee's Affiliates (i) less than 10% including any such equity securities or interest owned by any "associate" of the consolidated gross revenues Employee and the Employee's Affiliates within the meaning of such personRule 12b-2 under the Securities Exchange Act of 1934, together with its affiliatesas amended) do not represent, derive from activities or businesses that are in competition with any business the aggregate, more than five-percent (5%) of the Company profits or any interest in the issuer thereof. b) The Employee and the Employer intend that the covenant contained in Section 3.1a) be deemed to be a series of its subsidiaries or affiliates (a “Competitive Business”separate covenants made by the Employee, one for each state of the United States and similar political subdivisions of other countries. Except for the geographical coverage, the terms of each such separate covenant contained in Section 3.1a) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate will be deemed to be identical to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent terms of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or covenant contained in an over-the-counter marketSection 3.1a).

Noncompetition. During From and after the Employment Period, Effective Date and following termination continuing for the longer of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% 12 months following the expiration or termination of the consolidated gross revenues of such person, together with its affiliates, derive from activities this Agreement or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does notremainder of the Term of this Agreement, Employee shall not without the prior written consent of the Board (w) become employed by, or undertake to work for, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an advisor, principal, agent, partner, officer, director, employee, partnershareholder, sole proprietorassociate or consultant of or to, trusteeany person, beneficiarypartnership, agentcorporation or other business entity which is a Major Competitor of Employer in the business of offering, representativepromoting or syndicating to any person, independent contractorincluding developers, consultant, advisor, provider of personal services, creditorinvestors, or owner project sponsors, low income housing tax credits under Section 42 of the Internal Revenue Code or the business of offering, promoting or providing financing for multifamily properties to any person, including the developers, sponsors and owners of such properties, (x) solicit any employee of Employer to change employment or (y) solicit for the purpose of offering, providing or syndicating low-income housing tax credits or offering or providing multifamily debt financing, any client, customer or investor of Employer or any of its subsidiaries which closed (in any capacity) a tax credit or debt financing transaction with Employer or any of its subsidiaries during the thirty-six (36) months preceding Employee’s termination, or (z) disclose proprietary or confidential information of the Employer or its subsidiaries, including without limitation, tax, deal structuring, pricing, customer, client, revenue, expense, or other than by ownership similar information; provided, however, if Employer terminates Employee without cause under Section 7(a)(i) or as a result of a disability under Section 7(a)(iii) of this Agreement, or the Employee resigns for good reason under Section 7(b), or the provisions of Section 7(c)(ii) apply to the termination, clause (w) of this paragraph (a) shall not apply; further, provided, that if Employee is terminated as a result of a disability under Section 7(a)(iii), clause (w) shall not apply beginning 12 months after the date of termination. As used herein “Major Competitor” shall mean Charter Mac and its Affiliates, GMAC and its Affiliates, and any other person or entity whose primary business lines include providing multifamily debt financing or low-income housing tax credit equity to the developers, sponsors and owners of such properties, unless the net worth of such person or entity (if privately held) or the market capitalization of such company (if publicly held) is less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)$200 Million.

Noncompetition. During In consideration for the Employment PeriodCompany entering into this Agreement, and following termination including without limitation in respect of the Executive’s employment with the Companypayments set forth in Section 3 of this Agreement, Holdco and any of their affiliatesyou agree that, during the “Restriction Period” one (1) year period following any termination of your employment that entitles you to receive the severance benefits payable under Section 3, you will not engage in Competition (as hereinafter defineddefined below). In addition, at the Executive shall not directly or indirectly participate Company’s option, in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business consideration for the payment of the Company, Holdco or any sum of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than your then-current Base Salary and (ii) your Target Bonus, payable in a lump sum in cash within ten (10% ) days commencing on the date that is sixty (60) days after the Termination Date, you agree that, during the one (1) year period following any termination of your employment that does not entitle you to receive the consolidated gross revenues of such personseverance benefits payable under Section 3, together with its affiliatesyou will not engage in Competition. You will be deemed to be engaging in “Competition” if you, derive from activities directly or businesses that are indirectly, in competition with any business of domestic or international jurisdiction in which the Company or any of its subsidiaries affiliates conducts business, own, manage other than as a member of the board of directors or affiliates (a “Competitive Business”) and (ii) the Executive does notsimilar governing body, directly or indirectlyoperate, participate in, become associated withcontrol, or otherwise have responsibilities that relate to participate in the conduct ownership, management other than as a member of the board of directors or operations ofsimilar governing body, any Competitive Business that is conducted by such person or a division, groupoperation, or subsidiary control of or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether provide services as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractordirector, consultant, advisoror otherwise in respect of any business (whether through a corporation or other entity) that is engaged in the development, provider of personal servicesmanufacture, creditor, or owner and sale (other than by ownership at the retail level) of branded and generic drug products and that is in material and direct competition with any of the five (5) products that, over the four (4) fiscal quarters immediately preceding your Termination Date, accounted for the greatest amount of revenues for the Company or any of its affiliates, taken as a whole. Ownership for personal investment purposes only of less than five percent (5%) of the voting stock of a publicly-any publicly held corporation whose stock is traded on or less than five percent (5%) of any privately held business (without any other involvement in the management or operation of such business) shall not constitute a national securities exchange or in an over-the-counter market)violation hereof.

Noncompetition. During Other than through this Agreement, Operator covenants and agrees that from the Employment Period, and following Commencement Date until the date that is one year after the termination of the Executive’s employment with the Companythis Agreement, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing it will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly: (a) own, manage, operate, join, control, be employed by, be engaged on an independent contractor basis or other representative capacity, or participate inin the ownership, become associated management, operation, or control of, receive any monetary benefits from or in connection with, or otherwise have responsibilities that relate to the conduct or operations ofbe connected in any other manner with, any Competitive Business individual, corporation, partnership or other entity (other than Owner) that is conducted by such person or a division, groupengaged in, or subsidiary any other transaction or affiliate activity in, a business that is engaged in, or any other transaction or activity in, the Rollover Business or any other business involving the buying or selling of cattle or other livestock for resale, or order buying, brokering, selling, trading, auctioning, or otherwise dealing in or with cattle or livestock, other than a business engaged in the purchase of cattle to be owned on a long-term basis, anywhere within the United States or on or through the Internet (whether with respect to purchasers or sellers inside or outside such personstates) (a "Prohibited Business"), without the prior express written permission of Owner; (b) solicit any employee of Owner to accept employment with any Prohibited Business; (c) accept employment with or otherwise agree to provide any services to any Prohibited Business; or (d) solicit or attempt to solicit, divert, or obtain any Prohibited Business from any of Owner's or Operator's customers existing as of the Commencement Date, in each case anywhere within the United States or on or through the Internet. For purposes The parties acknowledge that Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx also are subject to certain restrictions on the use of confidential information and trade secrets, and are subject to certain restrictions on competition and solicitation of employees and business, as contained in separate agreements with Owner. The parties acknowledge and agree that these restrictions will run concurrently with the restrictions contained in this Agreement, will remain in place notwithstanding the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider provisions of personal services, creditor, or owner (other than this Agreement and will not be affected by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)this Agreement.

Noncompetition. During (a) The Executive acknowledges and recognizes the Employment Period, highly competitive nature of the business of the Company and following termination its Affiliates and accordingly agrees that during the term of the Executive’s employment with and for a period of two (2) years after the Company, Holdco and any of their affiliates, during the “Restriction Period” termination thereof: (as hereinafter defined), i) the Executive shall will not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which is in competition with any line of business of conducted by the Company, Holdco Company or any of their respective subsidiaries or affiliates in any geographic area in which the Companyits Affiliates, Holdco or any including, but not limited to, where such engagement is as an officer, director, proprietor, employee, partner, investor (other than as a holder of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 101% of the consolidated gross revenues outstanding capital stock of such persona publicly traded corporation), together with its affiliatesconsultant, derive from activities advisor, agent or businesses that are sales representative, in competition with any business Restricted Territory; EXECUTION VERSION (ii) the Executive will not perform or solicit the performance of services for any customer or client of the Company or any of its subsidiaries or affiliates Affiliates; (a “Competitive Business”) and (iiiii) the Executive does not, will not directly or indirectly, participate in, become associated withindirectly induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or otherwise (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Executive will not directly or indirectly employ or offer employment (in connection with any business which is in competition with any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have responsibilities that relate ceased to be employed by the Company or any of its Affiliates for a period of at least twelve (12) months; and (iv) the Executive will not directly or indirectly assist others in engaging in any of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the conduct covenant contained in the preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or operations ofany part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any Competitive Business that other restriction contained in this Agreement is conducted by such person or a divisionan unenforceable restriction against the Executive, group, or subsidiary or affiliate of such person. For purposes the provisions of this AgreementAgreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the term “participate” includes enforceability of any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)other restrictions contained herein.

Noncompetition. During the Employment PeriodPeriod and, and following in the case of a termination of the Executive’s Employee's employment with for Cause, for a period of six (6) months following the Companydate of termination of employment, Holdco and any or, in the case of their affiliatesa termination of the Employee's employment without Cause, during for a period of one day following the “Restriction date of termination of employment (the "Covered Period” (as hereinafter defined"), the Executive shall Employee agrees not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business which is Competitive Activity within one (1) mile where the Company has operations or has an area of mutual interest ("AMI") in competition with any business an oil and gas property anywhere in United States. As used herein, the term "Competitive Activity" shall mean the following: (i) providing competitive services, other than on behalf of the Company, Holdco or to any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business Customer (a “Competitor”as defined below); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether serving as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditoragent or representative of, or owner (otherwise associating in any other capacity with, any person, corporation, partnership, limited liability company, sole proprietorship, association or other business enterprise, other than by ownership the Company, engaged in the business of less oil and gas exploration, drilling and production or any other business in which the Company is engaged (each, a "Competitive Enterprise"), or engaging individually in any Competitive Enterprise; (iii) owning or acquiring, directly or indirectly, any interest in any Competitive Enterprise (provided, however, the Employee shall be allowed to passively own for investment purposes, directly or indirectly, no more than five ten percent (10%) of the stock issued and outstanding publicly traded securities of any issuer engaged in a publicly-held corporation whose stock Competitive Enterprise); (iv) soliciting or inducing any partner, stockholder, member, principal, director, officer, employee, consultant, agent or other representative of the Company or one or more affiliates to leave the employ or retention of the Company or such affiliate or hiring away any of the foregoing persons; and/or (v) encouraging, requesting or advising, explicitly or implicitly, any Customer or supplier of the Company or one or more of its affiliates to withdraw, curtail or cancel its business relationships with the Company or any affiliate thereof (unless expressly requested to do so by the Company as part of the Employee's employment services provided hereunder). As used in this Section 9, the term "Customer" shall include any person who is traded on or was a national securities exchange customer of the Company or in an over-the-counter market)affiliate thereof at any time during the period commencing with the Employment Period through the end of the Covered Period.

Noncompetition. During (a) Each Seller agrees that for a period of three -------------- (3) full years from the Employment PeriodClosing Date, neither he nor any of his Affiliates shall: (i) except for Geocapital III, L.P., Platinum Venture Partners I, L.P., and following termination of the Executive’s employment with the CompanyPresidents Forum/D-Vision L.L.C., Holdco and any of their affiliatesengage, during the “Restriction Period” (as hereinafter defined), the Executive shall not either directly or indirectly participate indirectly, as a principal or for its own account, solely or jointly with others, or through any form of ownership in or permit his name directly or indirectly to be used by or become associated with (including as an advisoranother Person, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is that competes with the Company as it exists on the Closing Date, anywhere in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business world (a “Competitor”"Competition"); provided, however, that (1) the foregoing will not prohibit the Executive from participating in or becoming associated with a person if ownership of up to two percent (i2%) less than 10% of the consolidated gross revenues outstanding securities of a publicly traded corporation or of any other entity, where it or he is not directly or indirectly an employee, officer, director or principal of such personcorporation or entity or (2) any passive investment in a venture capital fund or other investment fund over which it or he exercises no control or decision-making authority, together with its affiliates, derive from activities or businesses that are shall not be deemed to be engaging in competition with any the business of the Company such Person; or (1) approach, solicit or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated withaccept business from, or otherwise have responsibilities that relate do business or communicate in any way with any customer, supplier, licensee, sales representative, manufacturer, vendor, consultant or other business relation of Buyer or its Affiliates thereof with respect to any activity which constitutes Competition or (2) induce or attempt to induce any customer, supplier, licensee, sales representative, manufacturer, vendor, consultant or other business relation of Buyer or its Affiliates to cease doing business with Buyer or its Affiliates; or (iii) solicit, induce or attempt to induce any person (other than Xxxxx Xxxxxx and Xxxx Xxxxxx) who is then in the conduct employ of or operations an independent contractor to Buyer or its Affiliates to leave the employ of, or terminate his, her or its contract relationship with Buyer or its Affiliates, or in any Competitive Business that is conducted by way interfere with the relationship between Buyer or its Affiliates and any employee thereof, or employ or attempt to employ directly or through another entity any such person or a division, groupany person in an activity which constitutes Competition, or subsidiary or affiliate approach any such employee for any of such person. For purposes the foregoing purposes; or (iv) engage in any practice the purpose of which is to evade the provisions of this AgreementSection 6.04. (b) If any provision contained in this Section shall for any reason by held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the term “participate” includes intention of the parties that if any direct of the restrictions or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider covenants contained herein is held to cover a geographic area or to be for a length of personal services, creditortime which is not permitted by applicable law, or owner in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (other not greater than those contained herein) as shall be valid and enforceable under such applicable law. Sellers acknowledge that Buyer would be irreparably harmed by ownership any breach of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange this Section and that there would be no adequate remedy at law or in an over-the-counter market)damages to compensate Buyer for any such breach. Sellers agree that Buyer shall be entitled to injunctive relief requiring specific performance by Sellers of this Section, and Sellers consent to the entry thereof.

Noncompetition. During In consideration of the Employment Periodpayments, benefits and other obligations of the Company to Executive pursuant to this Agreement, including, without limitation, the Company’s obligation to provide Executive with Confidential Information pursuant to Section 8(c), and following termination in order to protect such Confidential Information and preserve the goodwill of the Executive’s employment with Company and its subsidiaries (collectively, the Company“Company Group”), Holdco Executive hereby covenants and any of their affiliatesagrees that, during the “Restriction Restricted Period” (as hereinafter defineddefined below), the Executive shall not directly or indirectly participate not, anywhere in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) the world where any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business member of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does notGroup conducts business, directly or indirectly, participate own any interest in, become associated withmanage, or otherwise have responsibilities that relate to the conduct or operations ofcontrol, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, participate in (whether as an officer, director, manager, employee, partner, sole proprietorequity holder, trustee, beneficiarymember, agent, representativerepresentative or otherwise), independent contractorconsult with, consultant, advisor, provider of personal services, creditorrender services for, or owner (in any other than by ownership of less than five percent manner engage in any business in which a member of the stock Company Group is materially engaged at the time of such termination (collectively, a publicly-held corporation whose stock is traded “Competing Business”); provided that nothing herein shall prohibit Executive from (i) investing in stocks, bonds, or other securities in any business if such stocks, bonds, or other securities are listed on a national any United States securities exchange or are publicly traded in an over-the-over the counter market, and such investment does not exceed, in the case of any capital stock of any one issuer two percent (2%) of the issued and outstanding capital stock or in the case of bonds or other securities, two percent (2%) of the aggregate principal amount thereof issued and outstanding or (ii) working for a subsidiary, affiliate or division of a Competing Business if such subsidiary, affiliate or division is not itself engaged in a Competing Business and Executive does not provide services to such Competing Business. For purposes of this Section 8(a), the “Restricted Period” shall mean all times during which Executive is employed by the Company and the period commencing on the date of the termination of Executive’s employment with the Company for any reason and ending on the first anniversary of the date of such termination.

Noncompetition. During (a) Seller will, for a period of five (5) years from the Employment Period, and following termination of Closing Date (the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined"NON-COMPETITION PERIOD"), the Executive shall not refrain from, either alone or in conjunction with any other person or entity, or directly or indirectly participate in through its present or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if future affiliates: (i) less than 10% employing, engaging or seeking to employ or engage (it being understood that general newspaper advertisements or other general circulation materials not specifically targeted at Hired Employees will not be deemed to be solicitations hereunder) any person who within the prior two (2) years preceding the Closing Date had been an employee of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company Buyer or any of its subsidiaries affiliates, or a Hired Employee, unless such employee (A) resigns voluntarily (without any solicitation from Seller or any of its affiliates) or (B) is terminated by Buyer or any of its affiliates (a “Competitive Business”) and after the Closing Date; (ii) causing or attempting to cause (A) any client, customer or supplier of the Executive does notBusiness to terminate or materially reduce its business with Buyer or any of its affiliates in respect of the Business or (B) any officer, directly employee or indirectlyconsultant of Buyer or any of its affiliates to resign or sever a relationship with Buyer or any of its affiliates; (iii) disclosing (unless compelled by an Action or Proceeding of a Governmental or Regulatory Authority) or using any confidential or secret information relating to the Business or the Purchased Assets; or (iv) participating or engaging in (other than through the ownership of 5% or less of any class of securities registered under the Securities Exchange Act of 1934, participate in, become associated withas amended), or otherwise have responsibilities lending financial assistance to any person or entity participating or engaged in, the Business. (b) The Parties hereto recognize that relate the Laws and public policies of the various states of the United States may differ as to the conduct validity and enforceability of covenants similar to those set forth in Section 6.3(a). It is the intention of the Parties that the provisions of Section 6.3(a) be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or operations of, the modification to conform to such Laws or policies) of any Competitive Business that is conducted by such person or a division, groupprovisions of Section 6.3(a) shall not render unenforceable, or subsidiary impair, the remainder of the provisions of Section 6.3(a). Accordingly, if any provision of Section 6.3(a) shall be determined to be invalid or affiliate unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such person. For purposes of this Agreement, provision in the term “participate” includes particular jurisdiction in which such determination is made and not with respect to any direct other provision or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner jurisdiction. (other than by ownership of less than five percent c) The Parties hereto acknowledge and agree that any remedy at Law for any breach of the stock provisions of a publicly-held corporation whose stock is traded on a national securities exchange Section 6.3(a) would be inadequate, and Seller hereby consents to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved, in an over-the-counter market)order that the breach or threatened breach of such provisions may be effectively restrained.

Noncompetition. During the Employment Period, (a) The parties hereto acknowledge and following termination agree that Allenbach is a key employee xx xxx Seller who has chosen not to become an employee of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company Buyer or any of its subsidiaries or affiliates Affiliates from and after the Closing. Therefore, in order to induce Buyer to enter into this Agreement and to perform its obligations hereunder, Allenbach agrees that for a pxxxxx xx three (a “Competitive Business”3) and full years from the Closing Date, neither she nor any of her Affiliates shall: (iii) the Executive does notengage, directly or indirectly, participate inalone or as a partner, become associated withjoint venturer, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiaryconsultant, agent, representative, independent contractor, consultantunpaid volunteer or stockholder of any company or business, advisorin any business activity which is or may be directly or indirectly in competition with any of the products or services developed, provider marketed, licensed, distributed, planned, sold or otherwise provided by the Seller (the "Business") as it exists on the Closing Date. The ownership by Allenbach of personal services, creditor, or owner (other not more than by ownership of less than five onx percent of the shares of stock of any corporation having a publicly-held corporation whose stock is class of equity securities actively traded on a national securities exchange or on Nasdaq shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. (ii) solicit, divert or take away, directly or indirectly, whether alone or as a sole proprietor, partner, officer, director, consultant, employee, joint venturer, agent, representative, unpaid volunteer or independent contractor, whether for her own interest or for the interest of any other person or entity, customers or business of the Seller existing on the Closing Date or, directly or indirectly, whether for her own interest or for the interest of any other person or entity, solicit, receiver or accept the performance of services by, or discuss with any current or former employee of the Seller the employment of such Person by, any company, business organization or any other entity that develops, licenses, produces or manufactures any product or provides services that directly or indirectly compete with those developed, produced, licensed, manufactured or marketed by the Seller on the Closing Date. (b) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. Seller, Allenbach and the Employee axxxxxxxxxe that Buyer would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to compensate Buyer for any such breach. They therefore agree that Buyer shall be entitled to injunctive relief requiring specific performance by Allenbach of this Section anx Xxxxxxach consents to the enxxx xxxxxof. (c) In order to induce Allenbach to enter into the Xxxxxxxxtition obligations set forth in this Section, Buyer agrees to pay to Allenbach the sum of (i) at txx Xxxxxxg, One Hundred Fifty Thousand Dollars plus (ii) on January 17, 1997, a number of shares (herein, the "Shares") of the common capital stock of Omni MultiMedia Group, Inc., a Delaware corporation (herein, "Omni"), the parent company of the Buyer, $0.01 par value per share, as is determined by dividing $150,000 by the average of the closing reported sale prices of Omni's common stock on the American Stock Exchange for each trading date of the period January 2, 1997 through January 10, 1997, both dates inclusive. The certificate for the Shares shall bear the following legend: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred or otherwise disposed of except in accordance with the terms thereof and unless registered with the Securities and Exchange Commission of the United States and the securities regulatory authorities of certain states or unless an overexception from such registration is available." (d) Buyer has previously furnished to Allenbach a copy of Omni's auxxxxx xxxancial statement for fiscal 1996 and a copy of Omni's quarterly report on Form 10-the-counter market)QSB for the quarter ended June 29, 1996. Such Report neither contains any untrue statement of any material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading. (e) In connection with the issuance of the Shares to Allenbach, Allenbach and Oxxx xxxxl xxxx xxx rights and benefits of the Registration Rights Agreement in the form and substance of Exhibit A annexed hereto, which shall be executed and delivered by each of Allenbach and Omni at the Cloxxxx.

Noncompetition. (a) In the event the Executive's employment under the Letter Agreement is terminated by the Company without Cause or by the Executive for Good Reason (as so defined) (i) During the Employment PeriodNoncompetition Period (as defined below), and following the Executive shall not, without the prior written consent of the Board of Directors of the Company (the "Board"), engage in or become associated with a Competitive Activity. (ii) During the one year period beginning on the termination of the Executive’s 's Employment under the Letter Agreement, the Executive will not directly or indirectly induce any employee of the Company to engage in any activity in which the Executive is prohibited from engaging by paragraph (i) above or to terminate his employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall will not directly or indirectly participate in employ or permit his name offer employment to any person who is employed by the Company. (iii) For purposes of Section 1(a)(i): (x) the "Noncompetition Period" means the period beginning on such termination of the Executive's employment under the Letter Agreement the third anniversary of the Executive's termination of employment under the Letter Agreement; (y) a "Competitive Activity" means any service business or other endeavor that provides guard and investigative services, alarm systems installation and monitoring services, armored transport or automated teller machine (ATM) services or overnight or same day courier delivery services; and (z) the Executive shall be considered to have become "associated with a Competitive Activity" if he becomes directly or indirectly to be used by or become associated with (including involved as an advisorowner, representativeemployee, agentofficer, promoterdirector, independent contractor, provider agent, partner, advisor, or in any other capacity calling for the rendition of the Executive's personal services or otherwise) services, with any person, corporationindividual, partnership, firm, association corporation or other enterprise or entity (a “person”) organization that is, or intends to be, is engaged in any business which is in competition with any business of a Competitive Activity. Notwithstanding the Companyforegoing, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating may make and retain investments during the Noncompetition Period and thereafter in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less not more than five percent of the stock equity of any entity engaged in a publicly-held corporation whose stock Competitive Activity, if such equity is traded listed on a national securities exchange or regularly traded in an over-the-counter market).

Noncompetition. During the Employment Periodterm hereof, and following termination of the Executive’s employment with the CompanyXxxxxxxxxx agrees that he will not, Holdco and any of their affiliatessingly, during the “Restriction Period” (jointly, or as hereinafter defined)a partner, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisormember, representativeemployee, agent, promoterofficer, director, stockholder (except as a holder of not more than one percent of the outstanding stock of any company listed on a national securities exchange, or actively traded in a national over-the-counter market), consultant, independent contractor, provider or joint venturer of personal services any other Person, or in any other capacity, directly or indirectly, whether through a family member or otherwise, do any of the following: (i) own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or permit the use of his name by, or work for, or provide consulting, financial or other assistance to a Competing Business within the Protected Territory; (ii) employ, retain or engage (as an employee, consultant or independent contractor) any personperson who, corporation, partnership, firm, association on the date hereof or other enterprise or entity (a “person”) that is, or intends at any time prior to be, engaged in any business which is in competition with any business the second anniversary of the Companydate hereof, Holdco is an employee of the Company or any of their respective subsidiaries or affiliates in any geographic area in which its Subsidiaries except for (x) persons who have not been employed by the Company, Holdco Company or any of its Subsidiaries in any capacity during the 545 days immediately preceding the date Xxxxxxxxxx ceases to be employed by the Company and (y) persons who the Company terminates and who Xxxxxxxxxx has not induced or attempted to induce to terminate their respective subsidiaries employment with the Company or affiliates operateany of its Subsidiaries in violation of this Agreement; (iii) induce or attempt to induce any person who, compete or are engaged in such business on the date hereof or at such any time intend so prior to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% second anniversary of the consolidated gross revenues of such persondate hereof, together with its affiliates, derive from activities or businesses that are in competition with any business is an employee of the Company or any of its subsidiaries to terminate his or affiliates her employment with the Company or any of its Subsidiaries; or (iv) induce or attempt to induce any person that is a “Competitive Business”) and (ii) customer of the Executive does not, directly Company or indirectly, participate in, become associated withany of its subsidiaries, or that otherwise have responsibilities that relate is a contracting party with the Company or any of its subsidiaries, as of the date hereof or at any time prior to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent second anniversary of the stock date hereof to terminate any written or oral agreement or understanding with the Company or any of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)its subsidiaries.

Noncompetition. During The Executive agrees that in the Employment Periodevent his employment is terminated, and following termination of the Executive’s employment with whether by him or by the Company, Holdco and any prior to the Change of their affiliatesControl Date he will not for a period of one (1) year after the Date of Termination (i) acting alone or in conjunction with others, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate engage (either as owner, partner, stockholder, employer or employee) in any business in which he has been directly engaged during the last two (2) years prior to such termination and which is directly in competition with a business conducted by the Company or permit his name any of its subsidiaries; (ii) acting alone or in conjunction with others, directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) induce any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business customers of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) with whom the Executive does nothas had contacts or relationships, directly or indirectly, participate induring and within the scope of his employment with the Company, become associated withto curtail or cancel their business with such companies or any of them; (iii) acting alone or in conjunction with others, directly or indirectly disclose to any person, firm or corporation the names of any customers of the Company or any of its subsidiaries; (iv) acting alone or in conjunction with others, solicit or canvass business from any person who was a customer of the Company or any of its subsidiaries at or prior to termination of the Executive's employment; or (v) acting alone or in conjunction with others, directly or indirectly induce, or otherwise have responsibilities that relate attempt to the conduct or operations ofinfluence, any Competitive Business executive of the Company or any of its subsidiaries to terminate their employment. The provisions of clauses (i), (ii), (iii), (iv), and (v) above are separate and distinct commitments independent of each of the other clauses. It is agreed that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less not more than five percent 2% of the stock equity securities of a publicly-held corporation whose stock is traded any company having securities listed on a national securities registered exchange or regularly traded in an the over-the-counter marketmarket shall not, of itself, be deemed inconsistent with clause (i).