Common use of Noncompetition Clause in Contracts

Noncompetition. During the Term and for a period of 12 months following the termination of the Executive’s employment (the “Restricted Period”), the Executive shall not, anywhere in the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Payment.

Noncompetition. During the Term and for a period of 12 twelve (12) months following the termination of the Executive’s employment (the “Restricted Period”), the Executive shall not, anywhere in the United StatesStates where the Company, the Guarantor or its subsidiaries conduct business prior to the date of the Executive’s termination of employment (the “Restricted Territory”), directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the to lease of such real estate back to, the owners and/or operators of, of businesses that (A) are operated from single-tenant retail, distribution, storage, industrial or service companies in locations within the United States, including but not limited to automotive dealers(B) generate sales and profits at each such location, automotive parts and services stores(C) operate within the service, bank branchesretail, convenience storesand manufacturing sectors, car washesincluding, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatreswithout limitation and for example only, restaurants, medical facilities early childhood education centers, movie theaters, health clubs and supermarketsfurniture stores, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (xA) engaged in by the Company Company, the Guarantor or any of its their respective subsidiaries prior to the date of the Executive’s termination of employment or (yB) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employmentemployment (the services described in Section 10(b)(i) and Section 10(b)(ii) are defined collectively as the “Restricted Business”). Nothing in this Section 11 10 shall prohibit the Executive from making any passive investment in a public company, from owning five percent (5% %) or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company Company, the Guarantor or any of its affiliates their respective subsidiaries (as described in this Section 11(b10(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial effortsefforts to such entity. Notwithstanding anything in this Section 11(b10(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a8(a)(ii) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a12(a) to challenge such assertion, and (iii) the Company does not, within 10 ten (10) business days after it receives the Executive’s written demand for arbitration arbitration, either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b10(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 ten (10) business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Payment.

Noncompetition. During the Term and for a period of 12 months following the termination Executive acknowledges that Executive has unique knowledge of the Executive’s employment (Company and its affiliates and unique knowledge of the “Restricted computer and software sales and distribution industry. Based on his unique status, Executive agrees that through the end of the Continuation Period”), the Executive shall notwill not be employed or hired as an employee or consultant by, anywhere in the United States, or otherwise directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, indirectly provide services to (i) for, any entity (or any divisionof Tech Data, unit or other segment of any entity) whose principal business is to originateMerisel, or provide management services in connection with the origination ofInacom, mortgage loans toPinacor, or the purchase of real estate fromGlobelle, Gates Arrow, CHS Electronics, Hallmark, Hamixxxx Xxxet, Daisytek, Azerti, Azlan, Northamber, Tech Pacific, Synnex, Bell Xxxro, DSS and/or GE Capital Information Technology Solutions-North America, Inc., and the lease any subsidiary or affiliate of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies these entities in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other a business or in respect line of business conducted by any other endeavor that is competitive such entity which competes with or similar to any other line of business activity (x) engaged in conducted by the Company or any of its subsidiaries prior to affiliates. Notwithstanding the date foregoing, should Executive be employed by an entity that is not a subsidiary or affiliate of one of these entities at the time Executive commences such employment, but subsequently becomes a subsidiary or affiliate of, or becomes merged into, one of these entities on or before the end of the Executive’s termination of employment or (y) that has been submitted Continuation Period, he shall not be deemed to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as be in breach of the date provisions of the Executive’s termination of this paragraph due to such employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that at the time Executive commenced his employment there had been no public announcement of an agreement pursuant to which Executive's employer would become a subsidiary or affiliate of, or merged into, one of these entities or discussions that could lead to such activities do an agreement and Executive had no knowledge of the existence of any such agreement or discussions. Executive further agrees that Executive will not create own any interest in, provide financing to, be connected with, or be a conflict principal, partner or agent of interest with Executive’s employment by any such competitive distributor or aggregator; provided, Executive may own less than 1% of the Company or result outstanding shares of any such entity whose shares are traded in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentpublic market.

Noncompetition. During the Term Employment Period, and for a period of 12 months following the termination of the Executive’s employment (with the Company, Holdco and any of their affiliates, during the “Restricted Restriction Period”” (as hereinafter defined), the Executive shall not, anywhere in the United States, not directly or indirectlyindirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, whether as a principalrepresentative, partneragent, member, employeepromoter, independent contractor, consultant, shareholder provider of personal services or otherwise) any person, provide services 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) any entity (or any division, unit or other segment less than 10% of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease consolidated gross revenues of such real estate back toperson, the owners and/or operators oftogether with its affiliates, single-tenant retail, distribution, storage, industrial derive from activities or service companies businesses that are in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) competition with any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b“Competitive Business”) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), and (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Paymentdirectly or indirectly, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet dueparticipate in, become associated with, or deposit otherwise have responsibilities that relate to the full amount 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 Severance Payment stock of a publicly-held corporation whose stock is traded on a national securities exchange or in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentan over-the-counter market).

Noncompetition. During the Term and for a period of 12 months following the termination of the Executive’s employment (the “Restricted Period”), the Executive shall not, anywhere in the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection The Participant agrees with the origination ofCompany that, mortgage loans to, or for so long as the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that Participant is competitive with or similar to any other business activity (x) engaged in employed by the Company or any of its subsidiaries prior to Subsidiaries and continuing for twelve (12) months (or such longer period as may be provided in an employment or similar agreement between the date Participant and the Company or one of its Subsidiaries or as provided in the last sentence of this Section 5) following a termination of such employment that occurs after any of the Executive’s termination of employment Options have vested (whether or (y) that has not such Options have been submitted to exercised), the Board (or a committee thereof) for consideration and that is under active consideration by Participant will not, without the Board (or a committee thereof) as prior written consent of the date of the Executive’s termination of employment. Nothing Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent, or otherwise, alone or in this Section 11 shall prohibit the Executive from making association with any passive investment other person, firm, corporation, or other business organization, engage or otherwise become involved in a public companyCompeting Business in the Americas, from owning 5% Europe, Middle East or less of Asia or in any other geographic area throughout the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with world (a) in which the Company or any of its affiliates Subsidiaries has engaged in any of the activities that comprise a Competing Business during the Participant’s employment, or (as described 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 or any of its Subsidiaries may be located); provided, however, that the provisions of this Section 11(b))5 shall apply solely to those activities of a Competing Business, provided that such activities do not create a conflict of interest with Executive’s employment which the Participant was personally involved or for which the Participant was responsible while employed by the Company or result its Subsidiaries during the twelve (12) month period preceding termination of 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 Executive being obligated aggregate in one or required to devote any managerial effortsmore publicly-traded companies that engage in a Competing Business. Notwithstanding anything in The restrictions of this Section 11(b) to 5 shall also apply during the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment period after Retirement until vested Options become exercisable described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause4(a), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Payment.

Noncompetition. During As an inducement to Buyer to execute this Agreement and complete the Term transactions contemplated hereby, and in order to preserve the goodwill associated with the business of the Seller being acquired pursuant to this Agreement, and in addition to and not in limitation of any covenants contained in any agreement executed and delivered pursuant to Section 7.3 hereof, the Seller, SFC, Xxxxxxx Xxxxx and Xxxxxxxx Xxxxx agree as follows: for a period of 12 months following two (2) years from the termination of the Executive’s employment (the “Restricted Period”)Closing Date, the Executive Seller, SFC, Xxxxxxx Xxxxx and Xxxxxxxx Xxxxx and their Affiliates shall not, anywhere in the United Statesindividually or jointly with others, directly or indirectly, whether for its own account or for that of any other Person, operate, engage in, own or hold any ownership interest in, have any interest in or lend any assistance to any steakhouse restaurant located within a thirty (30) mile radius of any Outback Steakhouse restaurant or Person or entity engaged in a business owning, operating or controlling any steakhouse restaurant located within a thirty (30) mile radius of any Outback Steakhouse restaurant, and the Seller, SFC, Xxxxxxx Xxxxx and Xxxxxxxx Xxxxx and their Affiliates shall not act as a principalan officer, director, employee, partner, member, employee, independent contractor, consultant, shareholder principal, agent or in any other capacity for, nor lend any assistance (financial or otherwise) or cooperation to, provide services any such person or entity; provided, however, that it shall not be a violation of this Section 7.3 for Seller, SFC, Xxxxxxx Xxxxx or Xxxxxxxx Xxxxx or their Affiliates to own a one percent (i1%) or smaller interest in any entity (or any division, unit or other segment of any entity) whose principal business is corporation required to originate, or provide management services in connection file periodic reports with the origination ofSecurities and Exchange Commission so long as the Seller, mortgage loans toSFC, Xxxxxxx Xxxxx, Xxxxxxxx Xxxxx and their Affiliates do not in any manner provide any services or assistance to such corporation. For the purchase of real estate from, and the lease of such real estate back topurposes hereof, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) term “steakhouse restaurant” shall mean any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) restaurant for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if which: (i) the Executive’s employment word “steak” or any variation thereof is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), its name; (ii) the Executive disagrees and timely invokes the arbitration process set forth sale of steak or prime rib is featured in Section 13(a) to challenge such assertion, and its advertising or marketing efforts; or (iii) the Company does notsale of steak and prime rib constitutes twenty percent (20%) or more of its entrée sales, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with computed on a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentdollar basis.

Noncompetition. During Except as may otherwise be approved by the Term and for a period Board, during the Employment Period, Employee shall not have any ownership interest (of 12 months following the termination of the Executive’s employment (the “Restricted Period”)record or beneficial) in, the Executive shall notor perform services as an employee, anywhere salesman, consultant, officer or director of, or otherwise aid or assist in any manner, any firm, corporation, partnership, proprietorship or other business that engages in any county, city or part thereof in the United StatesStates and/or any foreign country in a business which competes directly or indirectly (as determined by the Board) with the Company’s business in such county, city or part thereof, so long as the Company, or any successor in interest of the Company to the business and goodwill of the Company, remains engaged in such business in such county, city or part thereof or continues to solicit customers or potential customers therein; provided, however, that Employee may own, directly or indirectly, whether solely as a principalan investment, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) securities of any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity if Employee (x) engaged in by the Company is not a controlling person of, or any a member of its subsidiaries prior to the date of the Executive’s termination of employment a group which controls, such entity; or (y) that has been submitted to the Board does not, directly or indirectly, own ten percent (10%) or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as more of the date any class of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any such entity. Subject to the terms of the Proprietary Information and Inventions Agreement referred to in Section 6(b), nothing in this Agreement shall preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described participating in this Section 11(b))industry associations, provided that such activities do not create a conflict of interest interfere with Executive’s employment his or her duties to the Company, as determined in good faith by the Company CEO. Employee agrees that he or result in the Executive being obligated she will not join any boards, other than community and civic boards (which do not interfere with his or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) her duties to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for CauseCompany), (ii) without the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount prior approval of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentCEO.

Noncompetition. During The Executive agrees that he will not engage in Competition (as defined below) while he is employed by the Term and for a Company. In the event that the Executive engages in Competition within the three-year period of 12 months immediately following the termination of his employment with the Company for any reason, (i) his Initial Option shall be immediately forfeited to the extent not previously exercised and (ii) he shall forfeit (or, in the case of prior payment to the Executive’s , shall repay together with interest at the Applicable Federal Rate, determined in accordance with Section 1274(d) of the Internal Revenue Code or any successor provision thereto) a pro rata portion of the severance payment provided for in Section 5(c)(i). Such pro rata portion shall be based upon (x) the number of days remaining between the first day on which the Executive engages in Competition and the third anniversary of his last day of employment by the Company, divided by (y) 1095. The Company's sole remedy for the “Restricted Period”)breach of this Section following his termination of employment shall be as set forth in the preceding two sentences. The Executive shall be deemed to be engaging in "Competition" if he directly or indirectly, owns, manages, operates, controls or participates in the ownership, management, operation or control of or is connected as an officer, employee, partner, director, consultant or otherwise with, or has any financial interest in, any business engaged in the financial services business (a "Competing Business") in any state in which the Company or its subsidiaries or affiliates now or hereafter operate a commercial banking or other material financial services business which is a material part of such business and is in material competition with the business conducted by the Company at the time of the termination of his employment with the Company or its subsidiaries or affiliates. Notwithstanding the foregoing sentence, the Executive shall not, anywhere not be deemed to be engaging in Competition under the circumstances described in the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to foregoing sentence if the Executive (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with own or control the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause)Competing Business, (ii) does not serve as a director or a consultant to the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertionCompeting Business, and (iii) does not have any management or operational responsibility for the Company does not, within 10 business days after it receives the Executive’s written demand Competing Business in any such state. Ownership for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount personal investment purposes only of less than 2% of the Severance Payment in escrow with voting stock of any publicly held corporation shall not constitute a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentviolation hereof.

Noncompetition. During The Executive agrees that, during the Term and for a period of 12 months following the termination of the Executive’s employment (the “Restricted Period”, he will not engage in Competition (as defined below), the . The Executive shall not, anywhere be deemed to be engaging in the United States“Competition” if he, directly or indirectly, whether in any geographic market in which, as of the Date of Termination, the Company has a principalphysical presence material to its business operations (or where the Company is engaged in substantial activities to become a material physical presence), including, without limitation, the State of Colorado, the Kansas City (Missouri and Kansas) metropolitan area, the Dallas, Texas metropolitan area and the Austin, Texas metropolitan area, (“Material Presence”), (i) owns, manages, operates, controls, or participates in the ownership, management, operation, or control of, (ii) is connected as an officer, employee, partner, member, employee, independent contractordirector, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarketsotherwise with, or (iiiii) has any financial interest in, any business (whether operated through a corporation or other entity) that is engaged in the commercial banking business or in respect of any other endeavor financial services business that is competitive with or similar to any other portion of the business activity (x) engaged in conducted as of the Date of Termination by the Company or any of its subsidiaries prior the Affiliated Entities, in each case if and only to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or extent such business constitutes a committee thereof) for consideration and that is under active consideration Material Presence conducted by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates the Affiliated Entities within such geographic market. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. Notwithstanding the foregoing, the restriction above shall not prohibit the Executive from employment with any subsidiary, division, affiliate, or unit of an entity (a “Related Unit”) if that Related Unit does not engage in business that is in Competition with the Company, irrespective of whether some other Related Unit of that entity competes with the Company (as described long as the Executive does not engage in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result assist in the Executive being obligated or required to devote activities of any managerial effortsRelated Unit that competes with the Company). Notwithstanding anything in this Section 11(b) contained herein to the contrary, if (i) the Executive’s employment is terminated under circumstances that following a Change in Control, references to the Company asserts do not obligate and the Affiliated Entities shall refer to the Company and its Affiliated Entities as of immediately prior to make such Change in Control and the Severance Payment described geographic market and the business scope of the restrictions in this Section 8(a10(e) (e.g., shall be limited to the geographic markets of the Company asserts that and the Executive’s employment is terminated for Cause), (ii) Affiliated Entities and the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) businesses conducted by the Company does notand the Affiliated Entities as of immediately prior to such Change in Control, within 10 business days after it receives without regard to when the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount Date of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentTermination occurs.

Noncompetition. During The Executive acknowledges that (i) the Executive 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; (ii) the Executive has had and will continue to have access to Confidential Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its subsidiaries; (iii) in the course of employment by a competitor, the Executive would inevitably use or disclose such Confidential Information; (iv) the Company and its subsidiaries have substantial relationships with their customers and the Executive has had and will continue to have access to these customers; (v) the Executive has received and will receive specialized training from the Company and its subsidiaries; and (vi) the Executive has generated and will continue to generate goodwill for the Company and its subsidiaries in the course of employment. Accordingly, during the Employment Term and for a period of 12 months following the termination of the Executive’s employment one year thereafter (the “Restricted Period”), the Executive shall agrees that the Executive will not, anywhere in the United States, directly or indirectly, own, manage, operate, control, be employed by (whether as a principal, partner, member, an employee, independent contractor, consultant, shareholder independent contractor or otherwise, provide and whether or not for compensation) or render services to (i) any entity (or any divisionperson, unit firm, corporation or other segment entity, in whatever form, engaged in any business activities related to the Business (as defined below) in any basins, counties or parishes (including De Xxxx, Natchitoches, Red River, Sabine and Xxxxxxx parishes) of any entity) whose principal business is to originate, or provide management services country in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by which the Company or any of its subsidiaries prior to conducts the date of Business. Notwithstanding the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit foregoing, nothing herein prohibits the Executive from making any being a passive investment owner of not more than 1% of the equity securities of a publicly traded corporation engaged in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company business that does not compete is in competition with the Company or any of its affiliates (subsidiaries, so long as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result Executive has no active participation in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge business of such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentcorporation.

Noncompetition. During In further consideration of the Term compensation to be paid to Executive hereunder, she acknowledges that during the course of her employment with the Company and for a period its Affiliates (including, without limitation, any predecessors thereof) she has become familiar with, and during the course of 12 months following her employment with the termination 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 . Therefore, and in further consideration of the compensation being paid to the Executive hereunder, she agrees that, during the Noncompete Period (the “Restricted Period”as defined below), the Executive she shall not, anywhere in the United States, not directly or indirectlyindirectly engage or become interested in, whether as a principalan owner, general partner, member, officer, employee, independent contractor, consultant, shareholder director, stockholder or otherwise, provide services to otherwise (iother than passive ownership of less than five percent (5%) any entity (or any division, unit or other segment of any class of securities of an entity) whose principal business is to originate, or provide management services but without otherwise participating in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease activities of such real estate back toentity, whose securities are listed on a national or regional securities exchange or stock market and have been registered under Section 12(g) of the owners and/or operators ofSecurities Exchange Act of 1934, single-tenant retailas amended), distributionany business of which the primary activity is the provision of products or services within the Restricted Territory (as defined below) that, storageas of the Date of Termination, industrial are competitive with, are offered or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in being developed by the Company or any of its subsidiaries prior Subsidiaries, joint ventures or partnerships, including, without limitation, if applicable, any business directly or indirectly 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 is in the process of actively planning to conduct or conducting operations, as of the date Date of Termination of the Employment Period; provided the foregoing shall not preclude or limit the Executive’s termination of employment or (y) that has been submitted activities relating to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) Homecare Homebase so long as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict entail the operation of interest with Executive’s employment by the Company or result home health agencies in the Restricted Area, or any activities approved by written consent of the Board. Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances acknowledges that the Company asserts do not obligate geographic boundaries, scope of prohibited activities and the Company time duration are reasonable and are no broader than are necessary to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 protect legitimate business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentinterests.

Noncompetition. During the Term and for a period of 12 twelve (12) months following the termination of the Executive’s employment (the “Restricted Period”), the Executive shall not, anywhere in the United StatesStates where the Company or its subsidiaries ​ ​ conduct business prior to the date of the Executive’s termination of employment (the “Restricted Territory”), directly or indirectly, (i) whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (iA) any person or entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the to lease of such real estate back to, the owners and/or operators of, of businesses that (x) are operated from single-tenant retail, distribution, storage, industrial or service companies in locations within the United States, including but not limited to automotive dealers(y) generate sales and profits at each such location, automotive parts and services stores(z) operate within the service, bank branchesretail, convenience storesand manufacturing sectors, car washesincluding, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatreswithout limitation and for example only, restaurants, medical facilities early childhood education centers, movie theaters, health clubs and supermarketsfurniture stores, or (iiB) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (xa) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (yb) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employmentemployment or (ii) usurp any transactional opportunity (the services described in Section 10(b)(i) and Section 10(b)(ii) are defined collectively as the “Restricted Business”). Nothing in this Section 11 10 shall prohibit the Executive from making any passive investment in a public company, from owning five percent (5% %) or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates subsidiaries (as described in this Section 11(b10(b)), provided that such activities do not create a conflict of interest with the Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) efforts to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymententity.

Noncompetition. During The Executive expressly acknowledges that the Term Company and its Subsidiaries market and sell products globally, and given the Executive’s substantial experience and expertise in the industry including his significant exposure, access to, and participation in the development of the Company’s and its Subsidiaries’ strategy, marketing, intellectual property and confidential and proprietary information, his business affiliation with any individual or entity that sells or develops products similar to, or that may serve as a substitute for, the Company’s or any of its Subsidiaries’ products, would cause substantial and irreparable harm to the Company’s, and/or its Subsidiaries’ business. Accordingly, the Executive agrees that during his employment with the Company or any of its Subsidiaries, and for a period of 12 months following after the termination of his employment with the Company and its Subsidiaries equal to (i) thirty-six (36) months if the Executive’s employment by the Company or a Subsidiary is terminated within a Protection Period or (ii) twelve (12) months if the “Restricted Executive’s employment by the Company or a Subsidiary is terminated outside of a Protection Period”), the Executive shall not, anywhere in the United States, directly or indirectly, whether other than on behalf of the Company or its Subsidiaries, participate or become involved as a principalan owner, partner, member, director, officer, employee, independent contractor, or consultant, shareholder or otherwiseotherwise enter into any business relationship, provide services to (i) with any individual or entity (anywhere in the world that develops, produces, manufactures, sells, or any divisiondistributes starch, unit corn, rice, potato, oils, sweeteners, starches or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in products produced by the Company or any of its subsidiaries prior Subsidiaries or that could be used as a substitute for such products including, but not limited to, Tapioca, Manioc, Yucca or Potato starches; Dextrose, Stevia-based or other high intensity sweeteners, Glucose, Polyols, HFCS, High Meltose syrup, texturants, and Maltodextrin sweeteners; Prebiotics; Omega-3; seed development, emulsifiers, encapsulants, non-synthetic green products, Plant derived calcium and minerals; Inulin fibers; Resins used in adhesives and fragrances; Corn oil; Gluten protein; and Caramel Color, and specifically including but not limited to the date of the Executive’s termination of employment following entities that manufacture such or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public companysimilar products: ADM, from owning 5% or less of the issued and outstanding voting securities of any entityCargill, or from serving as a non-employeeBunge, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b))Roquette, provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contraryPenford, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g.Staley, the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertionXxxx & Xxxx, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentAvebe.

Noncompetition. During the Term and Director hereby agrees that, for a period of 12 months three (3) years following the termination Effective Time, Director shall not Compete (as defined herein) against Buyer, SNB, or any of the Executive’s employment (the “Restricted Period”), the Executive shall not, anywhere their Affiliated Companies in the United StatesRestricted Area without the prior written consent of Buyer’s Chief Executive Officer, directly which consent may be withheld at the sole discretion of Buyer’s Chief Executive Officer. For purposes of this Agreement, “Compete” means to engage or indirectlyparticipate in Business Activities (or to prepare to engage or participate in Business Activities) on Director’s own behalf, whether or with, for or on behalf of (i) any other financial institution as a principalan officer, director, manager, owner, partner, memberjoint venture, employeeconsultant, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originateemployee, or provide management services in connection with the origination shareholder of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other Person, business, or enterprise. For purposes of this Agreement, “Business Activities” shall be any business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in activities conducted by the Company Buyer, Seller, SNB, or any of its subsidiaries prior to their Affiliated Companies, which consist of commercial or consumer loans and extensions of credit, letters of credit, commercial and consumer deposits and deposit accounts, securities repurchase agreements and sweep accounts, cash management services, money transfer and xxxx payment services, internet or electronic banking, automated teller machines, XXX and retirement accounts, commercial or consumer mortgage loans, and commercial or consumer home equity lines of credit. For purposes of this Agreement, the date “Restricted Area” means each and any county where the Buyer, SNB, Bank or any of their Affiliated Companies (i) operates a banking office at the Effective Time, or (ii) has operated a banking office within the preceding 12 months. Nothing in this Section 2(d) shall prohibit Director from acquiring or holding, for investment purposes only, less than five percent (5%) of the Executiveoutstanding securities of any company or business organization which may compete directly or indirectly with Seller, Buyer, SNB, or any of their Affiliated Companies. Nothing in this Agreement shall prohibit a Director or any of such Director’s termination Affiliated Companies from continuing to hold outstanding securities of employment or an entity that engages in Business Activities in excess of five percent (y) 5%); provided that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration such securities were held by the Board (Director or a committee thereof) any of such Director’s Affiliated Company as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentAgreement.

Noncompetition. During The Executive acknowledges that (i) the Term Executive 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, (ii) the Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Executive’s employment by a competitor, the Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive has had and will continue to have access to these customers, (v) the Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive is expected to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment and for a period of 12 months following one (1) year thereafter, the Executive agrees that the Executive will not, whether on the Executive’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the business of owning, operating, developing and redeveloping retail-based or mixed use commercial real estate properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date within any state within the United States of America. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Executive has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Executive was engaged immediately prior to the termination of the Executive’s employment hereunder, as long as (a) the “Restricted Period”), Board has been apprised of the Executive shall not, anywhere in the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination identity of, mortgage loans to, or the purchase of real estate from, and the lease of Executive’s role with, such real estate back tofirm, corporation or other entity and (b) the owners and/or operators ofBoard has previously approved in writing the Executive’s role with such firm, single-tenant retailcorporation or other entity, distribution, storage, industrial or service companies in the United Statescase of both (a) and (b), including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date termination of the Executive’s termination employment. In addition, the provisions of employment or (ythis Section 10(b) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration shall not be violated by the Board (Executive commencing employment with a subsidiary, division or a committee thereof) as unit of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment entity that engages in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete business in competition with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if so long as: (i) the Executive’s employment is terminated under circumstances that Executive and such subsidiary, division or unit does not engage in a business in competition with the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), or any of its affiliates; and (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge informs such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount entity of the Severance Payment restrictions contained in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Payment10.

Noncompetition. During The Executive expressly acknowledges that the Term Company and its Subsidiaries market and sell products globally, and given the Executive’s substantial experience and expertise in the industry including his significant exposure, access to, and participation in the development of the Company’s and its Subsidiaries’ strategy, marketing, intellectual property and confidential and proprietary information, his business affiliation with any individual or entity that sells or develops products similar to, or that may serve as a substitute for, the Company’s or any of its Subsidiaries’ products, would cause substantial and irreparable harm to the Company’s, and/or its Subsidiaries’ business. Accordingly, the Executive agrees that during his employment with the Company or any of its Subsidiaries, and for a period of 12 months following after the termination of his employment with the Company and its Subsidiaries equal to (i) thirty-six (36) months if the Executive’s employment by the Company or a Subsidiary is terminated within a Protection Period or (ii) twelve (12) months if the “Restricted Executive’s employment by the Company or a Subsidiary is terminated outside of a Protection Period”), the Executive shall not, anywhere in the United States, directly or indirectly, whether other than on behalf of the Company or its Subsidiaries, participate or become involved as a principalan owner, partner, member, director, officer, employee, independent contractor, or consultant, shareholder or otherwiseotherwise enter into any business relationship, provide services to (i) with any individual or entity (anywhere in the world that develops, produces, manufactures, sells, or any divisiondistributes starch, unit corn, rice, potato, stevia, strawberry and other agricultural raw materials, oils, sweeteners, starches, concentrates, essences or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in products produced by the Company or any of its subsidiaries prior Subsidiaries or that could be used as a substitute for such products including, but not limited to, Tapioca, Manioc, Yucca or Potato starches; Dextrose, Stevia-based or other high intensity sweeteners, Glucose, Polyols, HFCS, High Meltose syrup, texturants, and Maltodextrin sweeteners; Prebiotics; Omega-3; seed development, emulsifiers, encapsulants, non-synthetic green products, Plant derived calcium and minerals; Inulin fibers; Resins used in adhesives and fragrances; Corn oil; Gluten protein; and Caramel Color, fruit concentrates, fruit purees, fruit essences or formulated fruit products, vegetable concentrates, vegetable purees, vegetable essences or formulated vegetable products, and specifically including but not limited to the date of the Executive’s termination of employment following entities that manufacture such or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public companysimilar products: ADM, from owning 5% or less of the issued and outstanding voting securities of any entityCargill, or from serving as a non-employeeBunge, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertionRoquette, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentXxxx & Xxxx.

Noncompetition. During the Term term of this Agreement and for a one year period of 12 months following the after termination of the Executive’s employment this Agreement by Employer for cause or by Executive without any cause whatsoever (the “Restricted Period”i.e., not as a result of termination by Executive under Sections 6.1(e), or 6.1(f)), as set forth in Sections 6.1(c) and (d), the Executive agrees that he shall not, anywhere not (a) work for or be interested in the United States, directly or indirectly, whether any business which serves as a principalholding company primarily for the purpose of acquiring entities whose products and services are delivered to consumers over the Internet ("Internet Entities"), (b) engage or be interested in or receive any compensation from any business in which the services to be rendered by the Executive to such business directly relates to services or products which are directly competitive with "primary" services or products offered by the Employer or a subsidiary or affiliate of Employer at the Executive's termination date; or (c) induce or attempt to induce any employee, agent or customer of Employer or any of its subsidiaries or affiliates to terminate or reduce the scope of his, her or its relationship with Employer. A product or service shall be deemed "primary" only if such service or product constitutes a primary component of the core business of Employer or its majority owned subsidiaries and affiliates on Executive's termination date. For the purposes of this Agreement, the term "work for or be interested in any business" means that the Executive is a stockholder, director, officer, employee, partner, memberindividual proprietor, employeelender or consultant with that business, independent contractor, consultant, shareholder or otherwise, provide services to but not if (i) any entity his interest is limited solely to the passive ownership of five percent (5%) or any division, unit or other segment less of any entity) class of the equity or debt securities of a corporation whose principal business is to originate, shares are listed for trading on a national securities exchange or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies traded in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarketsover-the-counter market, or (ii) any other business or in respect of any other endeavor that he is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment interested in a public company, from owning 5% or less of the issued and outstanding voting securities of any entitycompany listed on Schedule 8 hereto, or from serving after termination hereof, works for such company; provided however, that so long as this noncompetition agreement is in effect, Executive shall not work for a company listed on Schedule 8 if such company serves as a non-employee, independent director of a holding company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated primarily for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of acquiring Internet Entities. In the event that any part of this provisionSection 8 is adjudged invalid or unenforceable by any court of record, board of arbitration or judicial or quasi judicial entity having jurisdiction thereof by reason of length of time, geographical coverage, activities covered, or for any other reason, then the Company will, within 10 business days invalid or unenforceable provisions of this covenant shall be deemed reformed and amended to the maximum extent permissible under applicable law and shall be enforced and enforceable as so amended in accordance with the intention of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentparties as expressed herein.

Noncompetition. During The Executive agrees that, during the Term and for a period of 12 months following the termination of the Executive’s employment (the “Restricted Period”, he will not engage in Competition (as defined below), the . The Executive shall not, anywhere be deemed to be engaging in the United States“Competition” if he, directly or indirectly, whether in any geographic market in which, as of the Date of Termination, the Company has a principalphysical presence material to its business operations (or where the Company is engaged in substantial activities to become a material physical presence) including, without limitation, the State of Colorado, the Kansas City (Missouri and Kansas) metropolitan area, the Dallas, Texas metropolitan area and the Austin, Texas metropolitan area, (“Material Presence”), (i) owns, manages, operates, controls, or participates in the ownership, management, operation, or control of, (ii) is connected as an officer, employee, partner, member, employee, independent contractordirector, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarketsotherwise with, or (iiiii) has any financial interest in, any business (whether operated through a corporation or other entity) that is engaged in the commercial banking business or in respect of any other endeavor financial services business that is competitive with or similar to any other portion of the business activity (x) engaged in conducted as of the Date of Termination by the Company or any of its subsidiaries prior the Affiliated Entities, in each case if and only to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or extent such business constitutes a committee thereof) for consideration and that is under active consideration Material Presence conducted by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates the Affiliated Entities within such geographic market. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. Notwithstanding the foregoing, the restriction above shall not prohibit the Executive from employment with any subsidiary, division, affiliate, or unit of an entity (a “Related Unit”) if that Related Unit does not engage in business that is in Competition with the Company, irrespective of whether some other Related Unit of that entity competes with the Company (as described long as the Executive does not engage in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result assist in the Executive being obligated or required to devote activities of any managerial effortsRelated Unit that competes with the Company). Notwithstanding anything in this Section 11(b) contained herein to the contrary, if (i) the Executive’s employment is terminated under circumstances that following a Change in Control, references to the Company asserts do not obligate and the Affiliated Entities shall refer to the Company and its Affiliated Entities as of immediately prior to make such Change in Control and the Severance Payment described geographic market and the business scope of the restrictions in this Section 8(a10(e) (e.g., shall be limited to the geographic markets of the Company asserts that and the Executive’s employment is terminated for Cause), (ii) Affiliated Entities and the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) businesses conducted by the Company does notand the Affiliated Entities as of immediately prior to such Change in Control, within 10 business days after it receives without regard to when the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount Date of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentTermination occurs.

Noncompetition. During Notwithstanding anything to the Term and for a period of 12 months following the termination contrary contained elsewhere in this Agreement, in view of the Executive’s employment (importance to the “Restricted Period”)success of the Company and mBank, the Executive and the Company agree that the Company and mBank would likely suffer significant harm from the Executive’s competing with the Company or mBank during the Executive’s term of employment and for some period of time thereafter. Accordingly, the Executive agrees that the Executive shall notnot engage in competitive activities while employed by the Company or mBank and, anywhere in the United Statesevent the Executive’s employment is terminated without Good Reason by the Executive or with or without Cause by the Company pursuant to this Agreement, during the Restricted Period. The Executive shall be deemed to engage in competitive activities if the Executive shall, without the prior written consent of the Company, (a) within a twenty-five (25) mile radius of the main office or any branch office of mBank, render services directly or indirectly, whether as a principalan employee, officer, director, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) for any entity (organization or any division, unit enterprise which competes directly or other segment of any entity) whose principal business is to originate, or provide management services in connection indirectly with the origination of, mortgage loans to, or the purchase business of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates in providing financial products or services (including, without limitation, banking, insurance or securities products or services) to consumers and businesses, or (b) directly or indirectly acquire any financial or beneficial interest in (except as described provided in this Section 11(b))the next sentence) any organization which conducts or is otherwise engaged in a business or enterprise within a twenty-five (25) mile radius of the main office or any branch office of mBank, provided that such activities do not create a conflict which competes directly or indirectly with the business of interest with Executive’s employment by the Company or result mBank or any of their affiliates in providing financial products or services to consumers and businesses. Notwithstanding the preceding sentence, the Executive being obligated shall not be prohibited from owning less than five percent (5%) of any publicly traded corporation whether or required to devote any managerial effortsnot such corporation is in competition with the Company. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g.For purposes hereof, the Company asserts that the Executive’s employment is terminated for Cause), term “Restricted Period” shall equal eighteen (ii18) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to months from the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymenttermination.

Noncompetition. During The Executive acknowledges that he has had and will have access at the Term highest level to, and the opportunity to acquire knowledge of, SoftBrands’ customer lists, customer needs, business plans, trade secrets and other confidential and proprietary information from which SoftBrands may derive economic or competitive advantage, and that he is entering into the covenants and representations in this Article V in order to preserve the goodwill and going concern value of SoftBrands, and to induce SoftBrands to enter into this Transition Agreement. The Executive agrees not to compete with SoftBrands or its direct or indirect subsidiaries (a “Company Entity”) or to engage in any unfair competition with SoftBrands through December 31, 2007. For purposes of this Transition Agreement, the phrase “compete with SoftBrands,” or the substantial equivalent thereof, means, subject to the exceptions set forth below, that Executive, either alone or as a partner, member, director, employee, shareholder or agent of any other business, or in any other individual or representative capacity, directly or indirectly owns, manages, operates, controls, or participates in the ownership, management, operation or control of, or works for a period or provides consulting services to, or permits the use of 12 months following his name by or lends money to, any business or activity which is or which becomes, at the termination time of the Executive’s employment (acts or conduct in question, directly or indirectly competitive with the “Restricted Period”)development, financing and/or marketing of the products, proposed products or services of any Company Entity. Through December 31, 2007, Executive shall notnot directly or indirectly acquire any stock or interest in any corporation, anywhere in the United Statespartnership, or other business entity that competes, directly or indirectly, whether as with the business of a principalCompany Entity without obtaining the prior written consent of SoftBrands. Notwithstanding the foregoing, partner, member, employee, independent contractor, consultant, shareholder this Section 5.1 shall not apply to the ownership or otherwise, provide services acquisition of stock or an interest representing less than 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) any entity 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 Executive from, directly or any divisionindirectly owning, unit or other segment of any entity) whose principal business is to originatemanaging, operating, controlling, or provide management services participating in connection with the origination ownership, management, operation or control of, mortgage loans or working for or providing consulting services to, or permitting the purchase use of real estate fromhis 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 lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies extent that SoftBrands is in default in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect payment of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior obligation owed to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 5.1 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving limit Executive’s fiduciary obligations as a non-employeedirector after December 31, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Payment2007.

Noncompetition. During In consideration of the payment to Executive of the Severance payments pursuant to Section 5(f)(ii) or 5(e) or Change in Control Compensation pursuant to Section 6, Executive hereby agrees that, from and after the Termination Date, and for two (2) years thereafter, Executive shall not participate as a partner, joint venturer, proprietor, shareholder, employee or consultant, or have any other direct or indirect financial interest (other than a less than 10% interest in a corporation whose shares are regularly traded on a national securities exchange or in the over-the-counter market), including, without limitation, the interest of a creditor in any form, in, or in connection with, any business competing directly or indirectly with the business of the Company and its Subsidiaries in any geographic area where the Company and its Subsidiaries are actively engaged in conducting business as of the Termination Date; provided that, for the avoidance of doubt, and notwithstanding anything to the contrary herein or in the Employment Agreement, during the Employment Term and for a period of 12 months following two years thereafter neither Executive nor any of his non-Loan Party Affiliates or Subsidiaries (each as defined in the termination Credit Agreement) shall purchase, hold or acquire (including pursuant to any merger with any Person (as defined in the Credit Agreement)) any Equity Interests (as defined in the Credit Agreement) (other than a less than two percent (2%) interest in any corporation competing directly or indirectly with the business of the Executive’s employment (Company and its Subsidiaries or the “Restricted Period”), the Executive shall not, anywhere Loan Parties and their Subsidiaries whose shares are regularly traded on a national securities exchange or in the United States, over-the-counter market) in any business competing directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection indirectly with the origination of, mortgage loans to, business of the Company and its Subsidiaries or the purchase of real estate from, Loan Parties and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymenttheir Subsidiaries.

Noncompetition. During Until the Term and for a period of 12 months following the termination tenth anniversary of the Executive’s employment Effective Time, (the “Restricted Period”), the Executive A) neither FMC or any Affiliate of FMC shall not, anywhere compete with FAG in the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to commercialization of (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, Nutritional Substances and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) Pharmaceutical Substances outside of the Renal Business, (B) neither FAG nor any other business Affiliate of FAG shall compete with FMC in the Renal Business. Therefore, as to FMC, neither FMC or any Affiliate of FMC shall own, manage, operate, control or have an aggregate interest equal to greater than 5% of the voting stock or 25% of the total equity in respect any enterprise which competes with FAG in the commercialization of (i) Nutritional Substances and/or (ii) Pharmaceutical Substances outside the Renal Business; provided, however, that nothing contained herein shall prohibit FMC or any other endeavor that is competitive with Affiliate of FMC from (A) manufacturing and selling any products or similar rendering any services to any other business activity (x) engaged in by the Company FAG or any of its subsidiaries prior to subsidiaries, (B) manufacturing and selling any products or rendering any services which are used in the commercialization of (i) Nutritional Substances and/or (ii) Pharmaceutical Substances outside of the Renal Business, but which are also used in the Renal Business, so long as such products and services are not sold or rendered by FMC or any Affiliate of FMC, as the case may be, in competition with FAG, or (C) acquiring and then engaging in the business of a corporation or any other entity or affiliated group of corporations or other entities (an “Acquired Person”) that in the twelve month period ending on the last day of the month immediately preceding the date of such acquisition did not earn more than 50% of its consolidated revenues from the Executivecommercialization of (i) Nutritional Substances and/or (ii) Pharmaceutical Substances outside of the Renal Business, so long as promptly following such acquisition (a) the Acquired Person offers to FAG, at the Acquired Person’s termination election, either the right to acquire for fair market value that portion of employment the assets and liabilities of the Acquired Person that are used in the commercialization of (i) Nutritional Substances and/or (ii) Pharmaceutical Substances outside of the Renal Business or the right to enter into supply agreements or other appropriate agreements relating to the commercialization of (i) Nutritional Substances and/or (ii) Pharmaceutical Substances outside of the Renal Business of the Acquired Person, with supply agreements or other appropriate agreements at cost, plus a reasonable amount to cover overhead expenses, or (yb) that has been submitted FAG waives its entitlement as set forth above under (a). Therefore, as to the Board (FAG, neither FAG or a committee thereof) for consideration and that is under active consideration by the Board (any Affiliate of FAG shall own, manage, operate, control or a committee thereof) as have an aggregate interest equal to greater than 5% of the date voting stock or 25% of the Executive’s termination of employment. Nothing total equity in this Section 11 any enterprise which competes with FMC in the Renal Business; provided, however, that nothing contained herein shall prohibit the Executive FAG or any Affiliate of FAG from making (A) manufacturing and selling any passive investment in a public company, from owning 5% products or less of the issued and outstanding voting securities of rendering any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company services to FMC or any of its affiliates subsidiaries, (B) manufacturing and selling any products or rendering any services which are used in the Renal Business, but which are also used in other businesses, so long as described such products and services are not sold or rendered by FAG or any Affiliate of FAG, as the case may be, in this Section 11(b)the Renal Business in competition with FMC, or (C) acquiring and then engaging in the business of a corporation or any other entity or affiliated group of corporations or other entities (an “Acquired Person”) that in the twelve month period ending on the last day of the month immediately preceding the date of such acquisition did not earn more than 50% of its consolidated revenues from the Renal Business, so long as promptly following such acquisition (a) the Acquired Person offers to FMC, at the Acquired Person’s election, either the right to acquire for fair market value that portion of the assets and liabilities of the Acquired Person that are used predominately in the Renal Business or the right to enter into supply agreements or other appropriate agreements relating to the Renal Business of the Acquired Person, with supply agreements or other appropriate agreements at cost, plus a reasonable amount to cover overhead expenses, or (b) FMC waives their entitlement as set forth above under (a), provided provided, that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g.event, the Company asserts that Acquired Person is a hospital or a polyclinic, the Executive’s employment is terminated for Causestipulation set forth in (C), (iia) and (b), above, shall apply only to chronic dialysis centers (other that in-hospital acute dialysis clinic departments) operated by the Executive disagrees Acquired Person. Moreover, FAG and timely invokes FMC shall grant each other a right of first refusal for the arbitration process commercialization (e.g. co-marketing, co-promotion) of a Pharmaceutical Substance for their respective business segment as set forth out in Section 13(athis agreement in the event that the medical indication of the Pharmaceutical Substance (as defined in the respective registration dossiers) to challenge such assertioncovers an application in the Renal Business as well as outside the Renal Business. FAG and FMC shall also co-ordinate in good faith their commercialization activities in regard of those Pharmaceutical Substances, that cover an application in the Renal Business as well as outside the Renal Business, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration shall not interfere in existing contracts either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, FAG or deposit the full amount of the Severance Payment in escrow FMC may have with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentparties.

Noncompetition. During the Term Employment Period and for a period of 12 months following until the termination second anniversary of the date Executive’s 's employment with the Company terminates (the “"Restricted Period”"), the Executive shall not, anywhere in the United Statesfor himself or on behalf of any other person, firm, partnership, corporation, or other entity (each a "Person"), engage, directly or indirectly, whether as a principalan executive, agent, representative, consultant, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to holder of any other financial interest in any Person that owns or operates any business that competes with (i) any entity (the frozen vegetable, frozen fruit, frozen skillet meal or the fruit or pie filling lines of business of the Company or any division, unit or other segment subsidiary of any entitythe Company (including both branded and non-branded segments within each line of business) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any line of business (other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) than those currently engaged in by the Company or any of its subsidiaries) that accounts for 10% or more of the revenues or net operating cash flows of the Company and its subsidiaries prior any time during the Employment Period (collectively, the "Business"). Nothing herein shall prohibit Executive (i) from being a passive owner of not more than 2% of the outstanding, publicly traded stock of any class of a corporation engaged in any of the activities described in the foregoing sentence, so long as Executive has no active participation in the business of such corporation, (ii) subsequent to the date of Employment Period, from being employed by, or otherwise having material association with, any business that competes materially with the Executive’s termination of Company in the Business if his employment or (y) that has been submitted to the Board (association is with a separately managed and operated division or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as Affiliate of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company such business that does not compete with the Company or in any part of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, Business and (iii) subsequent to the Employment Period, from serving on the board of directors of any business that is involved in the Business as an immaterial part of its overall business (i.e., less than 5% of its overall revenues), so long as Executive recuses himself fully and completely from all matters relating to any part of the Business. Executive acknowledges that this Agreement, and specifically, this Section 5, does not preclude Executive from earning a livelihood, nor does it unreasonably impose limitations on Executive's ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, of its non-enforcement outweighs any harm to Executive of its enforcement by injunction or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentotherwise.

Noncompetition. During Except as may otherwise be approved by the Term and for a period Board, during the Employment Period, Employee shall not have any ownership interest (of 12 months following the termination of the Executive’s employment (the “Restricted Period”)record or beneficial) in, the Executive shall notor perform services as an employee, anywhere salesman, consultant, officer or director of, or otherwise aid or assist in any manner, any firm, corporation, partnership, proprietorship or other business that engages in any county, city or part thereof in the United StatesKingdom, the United States and/or any foreign country in a business which competes directly or indirectly (as determined by the Board) with the Company’s business in such county, city or part thereof, so long as the Company, or any successor in interest of the Company to the business and goodwill of the Company, remains engaged in such business in such county, city or part thereof or continues to solicit customers or potential customers therein; provided, however, that Employee may own, directly or indirectly, whether solely as a principalan investment, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) securities of any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity if Employee (x) engaged in by the Company is not a controlling person of, or any a member of its subsidiaries prior to the date of the Executive’s termination of employment a group which controls, such entity; or (y) that has been submitted to the Board does not, directly or indirectly, own ten percent (10%) or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as more of the date any class of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any such entity. Subject to the terms of the Proprietary Information and Inventions Agreement referred to in Section 6(b), nothing in this Agreement shall preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described participating in this Section 11(b))industry associations, provided that such activities do not create a conflict of interest interfere with Executive’s employment his duties to the Company, as determined in good faith by the Company or result in CEO. Employee agrees that he will not join any boards, other than community and civic boards (which do not interfere with his duties to the Executive being obligated or required to devote any managerial effortsCompany), without the prior approval of the CEO. Notwithstanding anything in this Section 11(b) to the contraryforegoing, if (i) with the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s prior written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount consent of the Severance Payment in escrow CEO, Employee may undertake consulting engagements with a third party unaffiliated bank pending parties during the outcome of Employment Period on such terms and conditions as may be determined by the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentCEO.

Noncompetition. During the Term and for a period of 12 twelve (12) months following the termination of the Executive’s employment (the “Restricted Period”), the Executive shall not, anywhere in the United StatesStates where the Company or its subsidiaries conduct business prior to the date of the Executive’s termination of employment (the “Restricted Territory”), directly or indirectly, (i) whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (iA) any person or entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the to lease of such real estate back to, the owners and/or operators of, of businesses that (x) are operated from single-tenant retail, distribution, storage, industrial or service companies in locations within the United States, including but not limited to automotive dealers(y) generate sales and profits at each such location, automotive parts and services stores(z) operate within the service, bank branchesretail, convenience storesand manufacturing sectors, car washesincluding, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatreswithout limitation and for example only, restaurants, medical facilities early childhood education centers, movie theaters, health clubs and supermarketsfurniture stores, or (iiB) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (xa) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (yb) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employmentemployment or (ii) usurp any transactional opportunity (the services described in Section 10(b)(i) and Section 10(b)(ii) are defined collectively as the “Restricted Business”). Nothing in this Section 11 10 shall prohibit the Executive from making any passive investment in a public company, from owning five percent (5% %) or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates subsidiaries (as described in this Section 11(b10(b)), provided that such activities do not create a conflict of interest with the Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) efforts to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymententity.

Noncompetition. During The Executive agrees that, during the Term and for a period of 12 months following the termination of the Executive’s employment (the “Restricted Period”, she will not engage in Competition (as defined below), the . The Executive shall not, anywhere be deemed to be engaging in the United States“Competition” if she, directly or indirectly, whether in any geographic market in which, as of the Date of Termination, the Company has a principalphysical presence material to its business operations (or where the Company is engaged in substantial activities to become a material physical presence), including, without limitation, the State of Colorado, the Kansas City (Missouri and Kansas) metropolitan area, the Dallas, Texas metropolitan area and the Austin, Texas metropolitan area, (“Material Presence”), (i) owns, manages, operates, controls, or participates in the ownership, management, operation, or control of, (ii) is connected as an officer, employee, partner, member, employee, independent contractordirector, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarketsotherwise with, or (iiiii) has any financial interest in, any business (whether operated through a corporation or other entity) that is engaged in the commercial banking business or in respect of any other endeavor financial services business that is competitive with or similar to any other portion of the business activity (x) engaged in conducted as of the Date of Termination by the Company or any of its subsidiaries prior the Affiliated Entities, in each case if and only to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or extent such business constitutes a committee thereof) for consideration and that is under active consideration Material Presence conducted by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates the Affiliated Entities within such geographic market. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. Notwithstanding the foregoing, the restriction above shall not prohibit the Executive from employment with any subsidiary, division, affiliate, or unit of an entity (a “Related Unit”) if that Related Unit does not engage in business that is in Competition with the Company, irrespective of whether some other Related Unit of that entity competes with the Company (as described long as the Executive does not engage in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result assist in the Executive being obligated or required to devote activities of any managerial effortsRelated Unit that competes with the Company). Notwithstanding anything in this Section 11(b) contained herein to the contrary, if (i) the Executive’s employment is terminated under circumstances that following a Change in Control, references to the Company asserts do not obligate and the Affiliated Entities shall refer to the Company and its Affiliated Entities as of immediately prior to make such Change in Control and the Severance Payment described geographic market and the business scope of the restrictions in this Section 8(a10(e) (e.g., shall be limited to the geographic markets of the Company asserts that and the Executive’s employment is terminated for Cause), (ii) Affiliated Entities and the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) businesses conducted by the Company does notand the Affiliated Entities as of immediately prior to such Change in Control, within 10 business days after it receives without regard to when the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount Date of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentTermination occurs.

Noncompetition. During The Executive agrees that, during the Term and for a period of 12 months following the termination of the Executive’s employment (the “Restricted Period”, he will not engage in Competition (as defined below), the . The Executive shall not, anywhere be deemed to be engaging in the United States“Competition” if he, directly or indirectly, whether in any geographic market in which, as of the Date of Termination, the Company has a principalphysical presence material to its business operations (or where the Company is engaged in substantial activities to become a material physical presence), including, without limitation, the State of Colorado, the Kansas City (Missouri and Kansas) metropolitan area, the Dallas, Texas metropolitan area and the Austin, Texas metropolitan area, (“Material Presence”), (i) owns, manages, operates, controls, or participates in the ownership, management, operation, or control of, (ii) is connected as an officer, employee, partner, member, employee, independent contractordirector, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarketsotherwise with, or (iiiii) has any financial interest in, any business (whether operated through a corporation or other entity) that is engaged in the commercial banking business or in respect of any other endeavor financial services business that is competitive with or similar to any other portion of the business activity (x) engaged in conducted as of the Date of Termination by the Company or any of its subsidiaries prior the Affiliated Entities, in each case if and only to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or extent such business constitutes a committee thereof) for consideration and that is under active consideration Material Presence conducted by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates the Affiliated Entities within such geographic market. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. Notwithstanding the foregoing, the restriction above shall not prohibit the Executive from employment with any subsidiary, division, affiliate, or unit of an entity (a “Related Unit”) if that Related Unit does not engage in business that is in Competition with the Company, irrespective of whether some other Related Unit of that entity competes with the Company (as described long as the Executive does not engage in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result assist in the Executive being obligated or required to devote activities of any managerial effortsRelated Unit that competes with the Company). Notwithstanding anything in this Section 11(b) contained herein to the contrary, if (i) the Executive’s employment is terminated under circumstances that following a Change in Control, references to the Company asserts do not obligate and the Affiliated Entities shall refer to the Company and its Affiliated Entities as of immediately prior to make such Change in Control and the Severance Payment described geographic market and the business scope of the restrictions in this Section 8(a‎10(e) (e.g., shall be limited to the geographic markets of the Company asserts that and the Executive’s employment is terminated for Cause), (ii) Affiliated Entities and the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) businesses conducted by the Company does notand the Affiliated Entities as of immediately prior to such Change in Control, within 10 business days after it receives without regard to when the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount Date of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentTermination occurs.

Noncompetition. During Unless otherwise approved by the Term and for a period of 12 months following the termination of the Executive’s employment (the “Restricted Period”)Company, the Executive shall not, anywhere during the Noncompetition Restricted Period (as defined below) and in the United StatesRestricted Area (as defined below), be engaged, directly or indirectlyindirectly (other than as the passive owner of not in excess of 5% of the outstanding equity interests of any entity [or, subject to the last sentence of this clause (a), as the member of the board of directors, board of managers or comparable governing body]6), whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to otherwise in (i) a business or endeavor which is competitive with or substantially similar to any entity (business of the Company or any division, unit of its Subsidiaries conducted during the twelve (12) months preceding the date the Executive ceases to be employed by the Company or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarketsits Subsidiaries, or (ii) any other potential business or in respect of any other endeavor that is competitive with or similar to any other business activity (xA) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that which has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board Board, and (B) of which the Executive was aware as evidenced by contemporaneous documentation, in each case, during the twelve (12) months preceding the date the Executive ceases to be employed by the Company or its Subsidiaries. [Notwithstanding the foregoing provisions of this clause (a), [(i) such clause (a) shall not apply to any of the Executive’s current memberships on the board of directors, board of managers or comparable governing bodies of a committee thereof) business as of the date hereof[, which consist of HealthJoy, Inc., Creatix, Inc. and GoHealthJoy, LLC]7[, which consist of GoHealthJoy, LLC]8[, which consist of Spartan Motors, Inc., Chicago Hope Academy and GoHealthJoy, LLC]9 and (ii)]10 if the Executive advises the Board that he proposes to serve as the member of the Executive’s termination board of employment. Nothing directors, board of managers or comparable governing body of a business that the Board determines in this Section 11 shall prohibit good faith is competitive with the Executive from making any passive investment in a public company, from owning 5% or less business of the issued Company and outstanding voting securities its Subsidiaries, such service may be provided only if the Board has not provided Executive written notice (within ten (10) days of any entityExecutive so advising the Board regarding such service), or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b))determination 6 For Xxxxxxx, provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees Xxxxx and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentXxx only.

Noncompetition. During The Executive agrees that, during the Term and for a period of 12 months following the termination of the Executive’s employment (the “Restricted Period”, she will not engage in Competition (as defined below), the . The Executive shall not, anywhere be deemed to be engaging in the United States“Competition” if she, directly or indirectly, whether in any geographic market in which, as of the Date of Termination, the Company has a principalphysical presence material to its business operations (or where the Company is engaged in substantial activities to become a material physical presence), including, without limitation, the State of Colorado, the Kansas City (Missouri and Kansas) metropolitan area, the Dallas, Texas metropolitan area and the Austin, Texas metropolitan area, the State of New Mexico, the State of Wyoming, the State of Utah and the Boise, Idaho metropolitan area, (“Material Presence”), (i) owns, manages, operates, controls, or participates in the ownership, management, operation, or control of, (ii) is connected as an officer, employee, partner, member, employee, independent contractordirector, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarketsotherwise with, or (iiiii) has any financial interest in, any business (whether operated through a corporation or other entity) that is engaged in the commercial banking business or in respect of any other endeavor financial services business that is competitive with or similar to any other portion of the business activity (x) engaged in conducted as of the Date of Termination by the Company or any of its subsidiaries prior the Affiliated Entities, in each case if and only to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or extent such business constitutes a committee thereof) for consideration and that is under active consideration Material Presence conducted by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates the Affiliated Entities within such geographic market. Ownership for personal investment purposes only of less than 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. Notwithstanding the foregoing, the restriction above shall not prohibit the Executive from employment with any subsidiary, division, affiliate, or unit of an entity (a “Related Unit”) if that Related Unit does not engage in business that is in Competition with the Company, irrespective of whether some other Related Unit of that entity competes with the Company (as described long as the Executive does not engage in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result assist in the Executive being obligated or required to devote activities of any managerial effortsRelated Unit that competes with the Company). Notwithstanding anything in this Section 11(b) contained herein to the contrary, if (i) the Executive’s employment is terminated under circumstances that following a Change in ​ Control, references to the Company asserts do not obligate and the Affiliated Entities shall refer to the Company and its Affiliated Entities as of immediately prior to make such Change in Control and the Severance Payment described geographic market and the business scope of the restrictions in this Section 8(a10(e) (e.g., shall be limited to the geographic markets of the Company asserts that and the Executive’s employment is terminated for Cause), (ii) Affiliated Entities and the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) businesses conducted by the Company does notand the Affiliated Entities as of immediately prior to such Change in Control, within 10 business days after it receives without regard to when the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount Date of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentTermination occurs.

Noncompetition. During (a) Each of WLR and Franklin, each on behalf of itself and its Affiliates, and Lear NAOC, on behalf of itself and Lxxx Corporation and its Subsidiaries, agrees that, as long as it is a Stockholder and, in the Term case of Lear and WLR, for a period of 12 months following the termination of the Executive’s employment one year thereafter (the “Restricted Non-Compete Period”), it will not at any time without the Executive shall not, anywhere in prior written consent of the United StatesCompany, directly or indirectly, whether as a principalin any state, partner, member, employee, independent contractor, consultant, shareholder territory or otherwise, provide services to (i) any entity (or any division, unit or other segment possession of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase United States of real estate from, and the lease of such real estate back toAmerica, the owners and/or operators of, single-tenant retail, distribution, storage, industrial United Mexican States or service companies Canada in which the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that Business has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) material operations as of the date of the Executive’s termination of employmentLear Acquisition Agreement (the “Territory”) form, acquire, finance, own an interest in, operate or control an enterprise which is directly competitive with the Business (a “Competing Business”). Nothing herein shall prohibit any Stockholder from (x) being a passive owner, directly or indirectly, of not more than 20% of the outstanding equity, or instruments convertible into 20% of the outstanding equity, of any Person that is a Competing Business which is publicly traded, so long as it does not have an active participation in the business of such Persons, or (y) managing investments in Competing Businesses for the account of Persons who are not Affiliates. Notwithstanding anything to the contrary in this Agreement, with respect to Lear NAOC the restrictions in this Section 11 6.5 shall prohibit terminate upon a Change in Control with respect to Lear NAOC or on the Executive first anniversary of Lear NAOC’s ceasing to be a Minority Stockholder; provided, that in the case of a Change in Control of Lxxx Corporation, Lear NAOC or its successor shall (a) cause its Board designees (as designated pursuant to Section 3.3(a) herein) and Observers to immediately resign from making the Board and each Subsidiary Board, (b) cease to have any passive investment right to appoint any individual to fill such vacancies, (c) retain in strict confidence any Confidential Information that it has obtained as a member of the Board or any Subsidiary Board, as the case may be, and shall not use for any purpose whatsoever, or divulge, disseminate or disclose to any third party or Person involved in a public companyCompeting Business, from owning 5% any such Confidential Information, it being understood that the exceptions in clauses (ii)-(iv) of Section 6.2 shall no longer apply to Lear NAOC or less of the issued its successor, and outstanding voting securities of (d) no longer be entitled to receive any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial effortsConfidential Information. Notwithstanding anything to the contrary in this Section 11(b) to the contraryAgreement, if Lear NAOC shall be entitled to: (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company engage in sequencing activities in relation to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause)a Competing Business, (ii) to generate annual gross revenues of up to $200,000,000 attributable to a Competing Business (as determined without regard to sequencing revenues), if such revenues are attributable to ancillary activities of Lear NAOC relating to Lear NAOC’s core business operations, provided, that Lear NAOC shall first provide the Executive disagrees Company the opportunity to bid for such ancillary activities and timely invokes will award such activities to the arbitration process set forth in Section 13(a) Company if its bid is more competitive than the terms on which Lear NAOC is willing to challenge provide such assertionactivities, and (iii) engage in activities related to the Company does notdevelopment, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Paymentmanufacture and/or sale of automotive seats or seat components, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet dueelectrical distribution systems or components, or deposit electronic systems or components. In addition, notwithstanding the full amount above, in the event Lear NAOC directly or indirectly acquires all of or any portion of any Person, whether by merger, consolidation, purchase of assets or otherwise, this Section 6.5 shall not apply with respect to the continued operation of the Severance Payment business of such Person if (i) such Person, at the time of the acquisition, has annual gross revenue from a Competing Business equal to or less than $100,000,000, or (ii) such Person, at the time of the acquisition, has annual gross revenue from a Competing Business greater than $100,000,000 and, in escrow with the case of clause (ii), Lear NAOC disposes of such Competing Business to a third party unaffiliated bank pending purchaser within 15 months after the outcome of the arbitration, then this Section 11(b) shall cease acquisition thereof; provided that in each case Lear NAOC does not provide Confidential Information to apply to the Executive, and any Person involved in such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentCompeting Business.

Noncompetition. During The Executive expressly acknowledges that the Term Company and its Subsidiaries market and sell products globally, and given the Executive’s substantial experience and expertise in the industry including his significant exposure, access to, and participation in the development of the Company’s and its Subsidiaries’ strategy, marketing, intellectual property and confidential and proprietary information, his business affiliation with any individual or entity that sells or develops products similar to, or that may serve as a substitute for, the Company’s or any of its Subsidiaries’ products, would cause substantial and irreparable harm to the Company’s, and/or its Subsidiaries’ business. Accordingly, the Executive agrees that during his employment with the Company or any of its Subsidiaries, and for a period of 12 months following after the termination of his employment with the Company and its Subsidiaries equal to (i) thirty-six (36) months if the Executive’s employment by the Company or a Subsidiary is terminated within a Protection Period or (ii) twelve (12) months if the “Restricted Executive’s employment by the Company or a Subsidiary is terminated outside of a Protection Period”), the Executive shall not, anywhere in the United States, directly or indirectly, whether other than on behalf of the Company or its Subsidiaries, participate or become involved as a principalan owner, partner, member, director, officer, employee, independent contractor, or consultant, shareholder or otherwiseotherwise enter into any business relationship, provide services to (i) with any individual or entity (anywhere in the world that develops, produces, manufactures, sells, or any divisiondistributes starch, unit corn, rice, potato, stevia, strawberry and other agricultural raw materials, oils, sweeteners, starches, concentrates, essences or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in products produced by the Company or any of its subsidiaries prior Subsidiaries or that could be used as a substitute for such products including, but not limited to, Tapioca, Manioc, Yucca or Potato starches; Dextrose, Stevia-based or other high intensity sweeteners, Glucose, Polyols, HFCS, High Maltose syrup, texturants, and Maltodextrin sweeteners; Prebiotics; Omega‑3; seed development, emulsifiers, encapsulants, non-synthetic green products, Plant derived calcium and minerals; Inulin fibers; Resins used in adhesives and fragrances; Corn oil; Gluten protein; and Caramel Color, fruit concentrates, fruit purees, fruit essences or formulated fruit products, vegetable concentrates, vegetable purees, vegetable essences or formulated vegetable products, hydrocolloid products, systems and blends, and specifically including but not limited to the date of the Executive’s termination of employment following entities that manufacture such or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public companysimilar products: ADM, from owning 5% or less of the issued and outstanding voting securities of any entityCargill, or from serving as a non-employeeBunge, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertionRoquette, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentXxxx & Xxxx.

Noncompetition. During the Term and for A. For a period of 12 months following seven (7) years from and after the termination of Closing Date, neither the Executive’s employment (the “Restricted Period”)Seller, the Executive Shareholder nor any affiliate of either shall not, anywhere in the United Statesengage or compete, directly or indirectly, whether as a principalprincipals, partneron his, memberits or their own account, employeeor as principals, independent contractorshareholders, consultantofficers, shareholder directors, employees, agents, consultants, partners or otherwisejoint venturers in any corporation or business entity, provide in any business engaged in the operation of automotive tire sales and service centers or automotive service centers, which in any case is the same as, similar to or otherwise in competition with the Business, from, at or into any geographical area in which the Seller has heretofore marketed its products or services relating to (i) the Business; nor during such period and within the same area to extend credit, lend money, furnish quarters or give advice to any entity (such business or any division, unit proposed business entity; nor within the same area to ship or other segment cause to be shipped or participate in the shipping of any entity) whose principal business is to originatesuch products for purposes of resale; nor at any time solicit, directly or provide management services in connection with indirectly, any present employee of the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies Seller actively involved in the United States, including but not limited Business to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) become an employee of any other business or in respect of entity; nor at any other endeavor that is competitive with or similar to any other business activity (x) engaged in by time without the Company or any of its subsidiaries prior to the date consent of the Executive’s termination of employment Buyer, directly or indirectly discuss, publish or otherwise divulge any Confidential Information, unless such information is or becomes rightfully publicly known; provided, however, that nothing contained herein shall be construed as preventing: (yi) that has been submitted to the Board an investment in less than five percent (or a committee thereof5%) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company traded on a recognized stock exchange or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause)market, (ii) the Executive disagrees Seller, the Shareholder or any of their affiliates from providing at any location which is primarily a new or used car sales dealership owned or operated by the Seller, the Shareholder or any of their affiliates within the restricted geographical area, sales or service of tires and timely invokes the arbitration process set forth service of vehicles in Section 13(a) to challenge such assertionconnection with the operation of those dealerships in the ordinary course of business, and including the operation of "satellite service facilities", (iii) the Company does notSeller, within 10 business days after it receives from providing the Executive’s written demand for arbitration either make the Severance Paymentfollowing automotive services: automotive body repair and cosmetic work, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet dueincluding paintless dent repair, or deposit (iv) the full amount operation by Seller and/or Shareholder of any of Seller's locations for which Buyer receives an adjustment to the Purchase Price, as provided by Paragraphs 9.07C and 9.08 of this Agreement, due to Seller's inability to obtain the Consent to the assignment of the Severance Payment Real Property lease for such location; provided, however, that, in escrow no event, shall Seller or Shareholder use any of the tradenames, trademarks, or slogans purchased by Buyer pursuant to this Agreement or anything confusingly similar thereto. To be considered a "satellite service facility," such facility must be associated (in name and otherwise) with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination new or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentused car dealership then-owned or -operated by Seller.

Noncompetition. During the Term and for For a period of 12 months following seven (7) years from the termination of Closing Date, OM Group agrees and covenants not to, and to cause its subsidiaries and Affiliates not to, engage in, or own directly or indirectly any financial interests in, any person engaged in, any commercial activity that directly competes with the Executive’s employment (the “Restricted Period”), the Executive shall not, Business anywhere in the United Statesworld; provided, directly or indirectlyhowever, whether that with respect to the commercial activity of the Electronic Chemicals Business, this Section 5.10 shall only apply insofar as a principalthe Business includes design, partnerresearch, memberdevelopment, employeetesting, independent contractorfabrication, consultantproduction, shareholder or otherwisemarketing, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services sales and related commercial activities in connection with (A) copper through-silicon via (TSV) processes and (B) copper dual-damascene processes, in each case as conducted by the origination of, mortgage loans to, or Companies and the purchase Subsidiary as of real estate fromthe date hereof, and further provided, however, that OM Group and its subsidiaries may (1) purchase or otherwise acquire up to (but not more than) five percent (5%) of any class of securities of any enterprise (but without otherwise participating in the lease activities of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial enterprise) if such securities are listed on any national securities exchange or service companies in have been registered under Section 12(g) of the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarketsStates Securities Exchange Act of 1934, or (ii2) purchase or otherwise acquire a person, or a group of assets constituting a business, engaged in diversified activities that obtains less than twenty-five (25%) percent of its overall annual revenue (based on such person’s or business’s latest audited financial statements or other such public information if available) attributable to businesses that compete with the Business. This Section 5.10 shall cease to be applicable to any other person at such time as it is no longer a subsidiary of OM Group and shall not apply to any person that purchases assets, operations or a business from OM Group or in respect one of its subsidiaries, if such person is not a subsidiary of OM Group after such transaction is consummated. This Section 5.10 shall be deemed not to be breached as a result of the consummation of any other endeavor that is competitive with acquisition or similar to any other business activity (x) engaged in by the Company combination involving OM Group or any of its subsidiaries prior to the date if, following such transaction, either (i) OM Group’s public shareholders shall not have a majority of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding aggregate voting securities of any entity, the surviving corporation in such acquisition or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does notOM Group shall divest itself, within 10 business days twelve (12) months after it receives the Executive’s written demand for arbitration either make the Severance Paymentsuccessful consummation of such transaction, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then business or assets that violate this Section 11(b) shall cease to apply 5.10. Sellers agree that this restrictive covenant is essential to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of other enforceable promises contained in this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentAgreement.

Noncompetition. During the Term Employment Period and for a period of 12 months following until the termination second anniversary of the date Executive’s employment with the Company terminates (the “Restricted Period”), the Executive shall not, anywhere in the United Statesfor himself or on behalf of any other person, firm, partnership, corporation, or other entity (each a “Person”), engage, directly or indirectly, whether as a principalan executive, agent, representative, consultant, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to holder of any other financial interest in any Person that owns or operates any business that competes with (i) any entity (the frozen vegetable, frozen fruit, frozen skillet meal or the fruit or pie filling lines of business of the Company or any division, unit or other segment subsidiary of any entitythe Company (including both branded and non-branded segments within each line of business) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any line of business (other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) than those currently engaged in by the Company or any of its subsidiaries) that accounts for 10% or more of the revenues or net operating cash flows of the Company and its subsidiaries prior any time during the Employment Period (collectively, the “Business”). Nothing herein shall prohibit Executive (i) from being a passive owner of not more than 2% of the outstanding, publicly traded stock of any class of a corporation engaged in any of the activities described in the foregoing sentence, so long as Executive has no active participation in the business of such corporation, (ii) subsequent to the date of Employment Period, from being employed by, or otherwise having material association with, any business that competes materially with the Executive’s termination of Company in the Business if his employment or (y) that has been submitted to the Board (association is with a separately managed and operated division or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as Affiliate of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company such business that does not compete with the Company or in any part of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, Business and (iii) subsequent to the Employment Period, from serving on the board of directors of any business that is involved in the Business as an immaterial part of its overall business (i.e., less than 5% of its overall revenues), so long as Executive recuses himself fully and completely from all matters relating to any part of the Business. Executive acknowledges that this Agreement, and specifically, this Section 5, does not preclude Executive from earning a livelihood, nor does it unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, of its non-enforcement outweighs any harm to Executive of its enforcement by injunction or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentotherwise.

Noncompetition. During The Employee acknowledges that the Term Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Employee’s employment hereunder and for a period of 12 months following the termination of the Executive’s employment one (the “Restricted Period”)1) year thereafter, the Executive shall Employee agrees that the Employee will not, anywhere in the United States, directly or indirectly, whether own, manage, operate, control, be employed by (either as a principal, partner, member, an employee, independent contractor, consultant, shareholder independent contractor or otherwise, provide and whether or not for compensation) or render services to (i) any entity (or any divisionperson, unit firm, corporation or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination ofwhatever form, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by competition with any material business of the Company or in any of its subsidiaries other material business in which the Company has taken material steps and has material plans, on or prior to the date of the Executive’s termination of employment or (y) that has been submitted termination, to the Board (be engaged in on or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing after such date, in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities locale within 10 mile radius of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether offices. The Company currently has offices in DC, Maryland and Virginia. This provision will apply to any future office locations. The noncompetition clause prohibits the Company Employee to work for another competing practice within the said distance of the NBJI centers. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is obligated to make a competing practice, so long as the Severance PaymentEmployee has no active participation in the business of such corporation. A competing practice is defined as a practice comprising of Neurosurgery, Peripheral Nerve Surgery, Orthopedic surgery, Hand surgery, Physiatry, Psychology, or Pain management.

Noncompetition. During For and in consideration of the Term compensation to be paid by the Company pursuant to the terms hereof, and in recognition of the fact that the Executive will have access to confidential information and other valuable rights of the Company, the Executive covenants and agrees that he will not, at any time during his employment with the Company and for a period of 12 twelve (12) months following the termination of the Executive’s employment (the “Restricted Period”), the Executive shall not, anywhere in the United Statesthereafter, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) engage in Competitive Business. “Competitive Business” shall mean any entity (business or any divisionactivity related to the development, unit sale, production, manufacturing, marketing or other segment distribution of any entity) whose principal business is to originate, products or provide management services that are in connection competition with the origination of, mortgage loans to, products or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment (other than Verint Systems Inc., Ulticom, Inc., Starhome, B.V. and their subsidiaries) produces, sells, manufactures, markets, distributes or (y) that has been submitted to the Board (interest in, in any state or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing foreign country in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with which the Company or any of its affiliates subsidiaries (as described in this Section 11(b))other than Verint Systems Inc., Ulticom, Inc. and Starhome, B.V. and their subsidiaries) then conducts business or reasonably has plans to conduct business, provided that such activities do not create a conflict after the end of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances Competitive Business shall exclude product lines or services that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated account for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount less than 5% of the Severance Payment Company’s aggregate revenue as projected in escrow with a third party unaffiliated bank pending the outcome of Company’s then current business plan for the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of three-year period following termination of employment. To effectuate It is not the purpose intent of this provisioncovenant to bar the Executive from employment in any company whose general business is the manufacture of communications equipment or delivery of communications services, only to limit specific and direct competition with the Company as aforesaid. In furtherance thereof, it is acknowledged that it shall not be a breach of this Section 14(c) for the Executive to provide services to an entity or person that is not itself a Competitive Business, but has a division, business unit or segment that is a Competitive Business, so long as the Executive demonstrates to the Company's reasonable satisfaction that the Executive does not and will not, directly or indirectly, provide services or advice to such division, business unit or segment that is the Competitive Business. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Executive from being an investor in securities of a competitor listed on a national securities exchange or actively traded over-the-counter so long as such investments are in amounts not significant as compared to his total investments or to the aggregate of the outstanding securities of the issuer of the same class or issue of the specific securities involved are less than 2% of the respective company’s outstanding equity securities and the Executive is solely a passive investor (or option holder) in each such company and if such company has a Competitive Business, the Company willExecutive does not and will not, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination directly or the reason for itindirectly, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated services or advice to make the Severance Paymentsuch company.

Noncompetition. During Except as may otherwise be approved by the Term and for a period Board, during the Employment Period, Employee shall not have any ownership interest (of 12 months following the termination of the Executive’s employment (the “Restricted Period”)record or beneficial) in, the Executive shall notor perform services as an employee, anywhere salesman, consultant, officer or director of, or otherwise aid or assist in any manner, any firm, corporation, partnership, proprietorship or other business that engages in any county, city or part thereof in the United StatesStates and/or any foreign country in a business which competes directly or indirectly (as determined by the Board) with the Company’s business in such county, city or part thereof, so long as the Company, or any successor in interest of the Company to the business and goodwill of the Company, remains engaged in such business in such county, city or part thereof or continues to solicit customers or potential customers therein; provided, however, that Employee may own, directly or indirectly, whether solely as a principalan investment, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) securities of any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity if Employee (x) engaged in by the Company is not a controlling person of, or any a member of its subsidiaries prior to the date of the Executive’s termination of employment a group which controls, such entity; or (y) that has been submitted to the Board does not, directly or indirectly, own ten percent (10%) or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as more of the date any class of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any such entity. Subject to the terms of the Proprietary Information and Inventions Agreement referred to in Section 6(b), nothing in this Agreement shall preclude Employee from devoting time to personal and family investments or serving on community and civic boards, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described participating in this Section 11(b))industry associations, provided that such activities do not create a conflict of interest interfere with Executive’s employment his or her duties to the Company, as determined in good faith by the Company Board, the CEO or result in the Executive being obligated Supervising Officer. Employee agrees that he or required to devote she will not join any managerial efforts. Notwithstanding anything in this Section 11(b) boards, other than community and civic boards (which do not interfere with his or her duties to the contraryCompany), if (i) without the Executive’s employment is terminated under circumstances that prior approval of the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g.Board, the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination CEO or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentSupervising Officer.