Common use of Noncompetition Clause in Contracts

Noncompetition. 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 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporation.

Noncompetition. The Executive acknowledges that agrees that, during the Restricted Period, the Executive shall not be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor if (i) the services that the Executive performs is to provide to the Competitor are the same as, or substantially similar to, any of the services of a unique nature for that the Executive provided to the Company that are irreplaceableor the Affiliates, and that the Executive’s performance of such services are to a competing business will result be provided with respect to any location in irreparable harm which the Company or an Affiliate had material operations during the twelve (12) month period prior to the CompanyTermination Date, or with respect to any location in which the Company or an Affiliate had devoted material resources to establishing operations during the twelve (12) month period prior to the Termination Date; or (ii) the Executive has had and will continue to have access to Confidential Information whichtrade secrets, 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, or proprietary information (ivincluding, without limitation, confidential or proprietary methods) of the Company and its affiliates have substantial relationships with their customers and the Affiliates to which the Executive has had and will continue access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of this paragraph, services provided by others shall be deemed to have access to these customers, (v) been provided by the Executive has received and will receive specialized training from the Company and its affiliates, and (vi) to Competitor if the Executive has generated and will continue had material supervisory responsibilities with respect to generate goodwill for the Company and its affiliates in the course provision of the Executive’s employmentsuch services. Accordingly, during the Executive’s employment hereunder and for The term “Competitor” means any enterprise (including a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation business, division, or other entityunit, whether or not incorporated) during any period in whatever form, engaged in competition with the Company or any which a material portion of its subsidiaries or affiliates or business is (and during any period in which it intends to enter into business activities that would be) materially competitive in any other material way with any business in which the Company or any of its subsidiaries or affiliates is the Affiliates were engaged on during the date of termination or in which they have planned, on or twelve (12) month period prior to the Executive’s Termination Date (including, without limitation, any business if the Company devoted material resources to entering in such datebusiness during such twelve (12) month period), but for purposes of clause (c) above, the term “Competitor “ shall be limited to be engaged in on or after such date, in any locale of any country in those businesses to which the Company conducts businessExecutive devoted more than an insignificant amount of time while employed by the Company. Notwithstanding the foregoing, nothing herein the term “Competitor” shall prohibit not include a business of a Competitor if such business would not, as a stand-alone enterprise, constitute a “Competitor” under the foregoing definition, provided that Executive from being a passive owner of does not more than one percent (1%) render any services to, or otherwise assist the portion of the equity securities of a publicly traded corporation engaged in a business that is in competition competes with the Company or any and its Affiliates. For the avoidance of its subsidiaries or affiliatesdoubt, so long as the Executive has no active participation Company’s and Affiliates’ businesses shall include, without limitation, the lines of business set forth in the Company’s annual report on Form 10-K, provided that nothing in this sentence shall be construed to limit the type of business of the Company and the Affiliates or the restrictions with respect to such corporationbusinesses in the future. Any payments owed to Executive at time of separation as described herein shall be contingent upon Executive’s compliance with the post-employment noncompetition provisions.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Executive Employee 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 ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, (v) the Executive Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive has generated and will continue Employee is expected to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one (1) year thereafter, the Executive Employee agrees that the Executive Employee will not, whether on the Employee’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, ownperform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, manage“Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, operateincluding, controlwithout limitation, be employed by (whether as an employeebrokerage or advisory services, consultantor services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, independent contractor “Competitive Business” means any person or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, entity engaged in competition with the Company business of acquiring, owning, leasing, and/or financing cannabis properties or any of its subsidiaries or affiliates or in any other material business in which the Company has engaged or any have active plans to engage during the last twenty-four (24) months of its subsidiaries or affiliates is engaged on Employee’s employment with the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessCompany. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from (i) being a passive owner of not more than one five percent (15%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has Employee provides no active participation Prohibited Services to 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 Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such corporationsubsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Executive Participant acknowledges that (i) the Executive Participant performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveParticipant’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Executive Participant 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 ExecutiveParticipant’s employment by a competitor, the Executive Participant would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Participant has had and will continue to have access to these customers, (v) the Executive Participant has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive Participant has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveParticipant’s employment. Accordingly, during the ExecutiveParticipant’s employment hereunder and for a period of one the Restricted Period (1) year thereafteras defined below), the Executive Participant agrees that the Executive Participant will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or engage in any other material business Competitive Activities (as defined below) in any basin or location in which the Company or any of its subsidiaries owns any Hydrocarbon Interests (as defined below) (or affiliates is engaged on the date of termination otherwise makes any direct or in which they have planned, on or prior to such date, to be engaged in on or after such date, indirect investment in any locale of Hydrocarbon Interests or has demonstrable plans to commence any country activities or direct or indirect investment in which the Company conducts businessHydrocarbon Interests or any Competitive Activities in any other basin or location in North America. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Participant 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive Participant has no active participation in the business of such corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Agreement, (A) “Competitive Activities” shall mean owning any interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, rendering services for (including as an employee), or in any manner engaging in any business or enterprise involving or related to (I) the acquisition, ownership, operation, finance, maintenance, exploration, production and development of Hydrocarbon Interests, (II) the production and sale of oil, gas and other hydrocarbons produced from such Hydrocarbon Interests, (III) the sale or other disposition of such Hydrocarbon Interests or (IV) any upstream business or activities or oil or gas marketing activities or other energy-related activities; (B) “Hydrocarbon Interests” shall mean (I) all oil, gas and/or mineral leases, oil, gas or mineral properties, mineral servitudes and/or mineral rights of any kind (including fee mineral interests, lease interests, farmout interests, overriding royalty and royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), including any rights to acquire any of the foregoing and (II) all oil and gas gathering, treating, compression, storage, processing and handling assets of any kind, including all rigs, platforms, pipelines, xxxxx, wellhead equipment, pumping units, flowlines, tanks, injection facilities, compression facilities, gathering systems, processing facilities and other related equipment or materials of any kind; and (C) “Restricted Period” means the period beginning on the Participant’s last day of employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the expiration of the Initial Term and (II) on the first anniversary thereof, if such termination occurs upon or after the expiration of the Initial Term.

Noncompetition. The Executive acknowledges that (i) the Executive performs services of a unique an important nature for the Company that are irreplaceableCompany, and that the Executive’s performance of such services to a competing business will may result in irreparable harm to the CompanyCompany Group, (ii) Executive is a member of the executive and management personnel of the Company and its subsidiaries and controlled affiliates, (iii) Executive has had and will continue to have access to Confidential Information (as defined below) and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesGroup, (iiiiv) in the course of the Executive’s employment by a competitor, the Executive would inevitably could use or disclose such Confidential InformationInformation and trade secrets, (ivv) the members of Company and its affiliates Group 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 has generated and will continue to generate goodwill for the Company and its affiliates Group in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder Employment Term and for a 12 months following the Termination Date, or during such longer period of one (1not to exceed 18 months) year thereafterthat Executive is receiving severance benefits under the Severance Plan or Section 11(c) above, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, a Competing Business in any locale of any country in which the Company conducts or its subsidiaries and controlled affiliates conduct business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than four and ninety nine one hundredths percent (14.99%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesGroup, so long as the Executive has no active participation in the business of such corporation. For purposes of this Agreement, the term “Competing Business” shall mean (x) any business that (A) is engaged primarily in the design and/or delivery of customized software solutions to third party customers and/or (B) is engaged primarily in the provision of information technology consulting services to third party customers (that, is in each case, is competitive with the Company Group), and/or (y) for the avoidance of doubt, any of the following (including any Affiliates thereof, any successor entities thereto and any businesses or divisions divested therefrom): Accenture PLC*, Aricent Inc., Boston Consulting Group*, Deloitte & Touche LLP*, Ciklum ApS, CapGemini SE, CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Elephant Ventures, LLC, EPAM Systems, Inc., Equal Experts Inc., Globant LLC, HCL Technologies Limited, Hexaware Technologies Limited, International Business Machines Corp., Infosys Limited, iSoftStone Holdings Limited, KPMG US LLP*, McKinsey & Company*, Mindtree Limited, NearForm Ltd, Ness Technologies Inc., Persistent Systems Ltd., Perficient, Inc., PricewaterhouseCoopers LLP*, Sapient Corporation, SoftServe, Inc., Symphony Teleca Corporation, Tech Mahindra Limited, RazorFish, LLC, Three Pillar Global, Inc., VanceInfo Technologies Inc., Wipro Limited, Xebia Nederland B.V. For the avoidance of doubt, Competing Business shall not include software product companies that offer customized solutions for such products and are not competitive with the Company or its Subsidiaries with respect to provision of information technology services to third party customers.1 As used herein, “competitive with the Company or its Subsidiaries” means the provision of the same or similar solutions or services of the Company or its Subsidiaries.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Executive Employee 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 affiliatesGroup, (iii) in the course of the ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have Group has substantial relationships with their respective customers and the Executive Employee has had and will continue to have access to these customers, (v) the Executive Employee has received and will receive specialized training from the Company and its affiliatesGroup, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company and its affiliates Group in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder with any Company Group Member and for a period of one (1) year thereafterthereafter (the “Restricted Period”), the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the any Company or any of its subsidiaries or affiliates Group Member or in any other material business in which the any Company or any of its subsidiaries or affiliates Group Member is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the any Company Group Member conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one two percent (12%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesGroup, so long as the Executive Employee has no active participation in the business of such corporation.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Executive Employee 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 and its affiliates, (iii) in the course of the ExecutiveEmployee’s employment by a competitorCompetitive Business, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee 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 Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twelve (112) year thereaftermonths following (x) a termination of the Employee other than for Cause (y) a termination by the Employee for Good Reason or (z) termination of the Employee’s employment as a result of the Company’s non-extension of the Employment Term as provided in Section 1 hereof (each a “Qualifying Termination”), the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with a Competitive Business in the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessUnited States. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one two percent (12%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesCompetitive Business, so long as the Executive Employee has no active participation in the business of such corporation. For purposes hereof, the term “Competitive Business” shall mean any net leased real estate investment trust and the term “Employee’s Termination” shall mean the date the Employee ceases to be employed by the Company for whatever reason, whether voluntarily or involuntarily.

Noncompetition. The Executive acknowledges (a) For a period of seven (7) years after the Closing Date (the "Non-Compete Term"), neither Seller nor any of Seller's Affiliates shall directly or indirectly engage or participate in, or provide Merchant acquiring consulting services to, any business which engages in the Merchant Acquiring Business in the Territory (as hereinafter defined). Seller and Seller's Affiliates also shall not, during the Non-Compete Term, market or sell any product that requires or involves an integrated merchant acquiring Credit Card or Debit Card transaction processing function (an "Integrated Product"), unless Seller offers to Purchaser the opportunity to perform the merchant acquiring Credit Card or Debit Card transaction processing services by providing a written notice to Purchaser containing a description of the Integrated Product, after which (i) Purchaser shall have forty five (45) days, or such shorter period (which shall not be unreasonably short) as required under the Executive performs circumstances and designated by Seller, from the receipt of notice from Seller to accept Seller's offer to perform the merchant acquiring Credit Card or Debit Card transaction processing services of a unique nature for in connection with the Company that are irreplaceable, Integrated Product and that the Executive’s performance of (ii) Purchaser shall provide such merchant acquiring Credit Card or Debit Card transaction processing services at rates at least as low as Purchaser provides such services to a competing business will result in irreparable harm similar size customers requiring similar services at similar volumes. If Purchaser fails to accept Seller's offer within the Companydesignated time period, (ii) the Executive has had and will continue to have access to Confidential Information whichwhether because Purchaser cannot provide competitive pricing, 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor required functionality or otherwise, Seller shall be entitled to enter into an agreement with another processor to develop, market and whether sell the Integrated Product notwithstanding any provision of this Article XI. If Purchaser accepts Seller's offer, Seller agrees to market the Integrated Product with Purchaser performing the merchant acquiring Credit Card or Debit Card functions; provided, however, if a potential customer for the Integrated Product is a Person that is not for compensation) or render services a customer of Purchaser and has previously engaged another Person to any personprovide transaction processing, firmSeller may offer such non-customer an Integrated Product with a third-party transaction processor; provided, corporation or further, Seller shall not actively market such Integrated Product with a third-party transaction processor to other entity, in whatever form, engaged parties besides such non-customer in competition with Integrated Products with Purchaser performing the Company merchant acquiring Credit Card or any Debit Card functions. Furthermore, Seller shall be entitled to develop, market and sell Stand-Alone Products (as defined below) to merchant transaction processors besides Purchaser, regardless of its subsidiaries whether such processors integrate the Stand-Alone Products with such processor's acquiring products and services and then market and sell such integrated products to merchants, provided such integrated products are not marketed or affiliates sold by Seller or under Seller's name, marks or brand name. Nothing in this Article XI is intended, or should be construed, to prevent or restrict Seller's ability to develop, market and sell any other material business in which product (the Company "Stand-Alone Products") that does not involve or any require a merchant acquiring Credit Card or Debit Card transaction processing function. For example (and for purposes of its subsidiaries illustration only), Seller shall not be prevented from developing, marketing and selling the following products: smart card issuance and processing, electronic commerce or affiliates is engaged on the date "E-commerce," non-credit card processing, digital certificate authorization, on- line debit point of termination or in which they have plannedsale technology, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporationpre-paid debit cards and closed-loop payment systems.

Noncompetition. The Executive expressly acknowledges that (i) the Executive performs services of a unique nature for the Company that are irreplaceableand its Subsidiaries market and sell products globally, and that given the Executive’s performance substantial experience and expertise in the industry including his/her significant exposure, access to, and participation in the development of such services to the Company’s and its Subsidiaries’ strategy, marketing, intellectual property and confidential and proprietary information, his/her business affiliation with any individual or entity that sells or develops products similar to, or that may serve as a competing business will result in substitute for, the Company’s or any of its Subsidiaries’ products, would cause substantial and irreparable harm to the Company’s, (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 and/or 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employmentSubsidiaries’ business. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition during his/her employment with the Company or any of its subsidiaries Subsidiaries, and for a period after the termination of his/her employment with the Company and its Subsidiaries equal to (i) thirty-six (36) months if the Executive’s employment by the Company or affiliates a Subsidiary is terminated within a Protection Period or (ii) twelve (12) months if the Executive’s employment by the Company or a Subsidiary is terminated outside of a Protection Period, the Executive shall not, directly or indirectly, other than on behalf of the Company or its Subsidiaries, participate or become involved as an owner, partner, member, director, officer, employee, or consultant, or otherwise enter into any business relationship, with any individual or entity anywhere in any the world that develops, produces, manufactures, sells, or distributes starch, corn, rice, potato, stevia, strawberry and other material business in which agricultural raw materials, oils, sweeteners, starches, concentrates, essences or other products produced by the Company or any of its subsidiaries Subsidiaries or affiliates is engaged on 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, 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 termination following entities that manufacture such or in which they have plannedsimilar products: ADM, on or prior to such dateCargill, to be engaged in on or after such dateBunge, in any locale of any country in which the Company conducts business. Notwithstanding the foregoingRoquette, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporationand Xxxx & Xxxx.

Noncompetition. The Executive acknowledges that (i) the Executive performs services of a unique an important nature for the Company that are irreplaceableand any of its subsidiaries and controlled affiliates, and that the Executive’s performance of such services to a competing business will may result in irreparable harm to the CompanyCompany and its subsidiaries and controlled affiliates, (ii) Executive is a member of the executive and management personnel of the Company and its subsidiaries and controlled affiliates, (iii) Executive has had and will continue to have access to Confidential Information (as defined below) and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its subsidiaries and controlled affiliates, (iiiiv) in the course of the Executive’s employment by a competitor, the Executive would inevitably could use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its subsidiaries and controlled 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 has generated and will continue to generate goodwill for the Company and its subsidiaries and controlled affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder Employment Term and for a 12 months following the Termination Date, or during such longer period of one (1not to exceed 18 months) year thereafterthat Executive is receiving severance benefits under the Severance Plan or Section 6(c) above, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, a Competing Business in any locale of any country in which the Company conducts or its subsidiaries and controlled affiliates conduct business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than four and ninety nine one hundredths percent (14.99%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or and controlled affiliates, so long as the Executive has no active participation in the business of such corporation. For purposes of this Agreement, the term “Competing Business” shall mean (x) any business that (A) is engaged primarily in the design and/or delivery of customized software solutions to third party customers and/or (B) is engaged primarily in the provision of information technology consulting services to third party customers (that, is in each case, is competitive with the Company or its Subsidiaries), and/or (y) for the avoidance of doubt, any of the following (including any Affiliates thereof, any successor entities thereto and any businesses or divisions divested therefrom): Accenture PLC*, Aricent Inc., Boston Consulting Group*, Deloitte & Touche LLP*, Ciklum ApS, CapGemini SE, CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Elephant Ventures, LLC, EPAM Systems, Inc., Equal Experts Inc., Globant LLC, HCL Technologies Limited, Hexaware Technologies Limited, International Business Machines Corp., Infosys Limited, iSoftStone Holdings Limited, KPMG US LLP*, McKinsey & Company*, Mindtree Limited, NearForm Ltd, Ness Technologies Inc., Persistent Systems Ltd., Perficient, Inc., PricewaterhouseCoopers LLP*, Sapient Corporation, SoftServe, Inc., Symphony Teleca Corporation, Tech Mahindra Limited, RazorFish, LLC, Three Pillar Global, Inc., VanceInfo Technologies Inc., Wipro Limited, Xebia Nederland B.V. For the avoidance of doubt, Competing Business shall not include software product companies that offer customized solutions for such products and are not competitive with the Company or its Subsidiaries with respect to provision of information technology services to third party customers.1 As used herein, “competitive with the Company or its Subsidiaries” means the provision of the same or similar solutions or services of the Company or its Subsidiaries.

Noncompetition. The Executive acknowledges Employee agrees 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 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder term of this Agreement and for a period of one (1) year thereafterafter the last payment from the Company to Employee has been delivered, the Executive agrees that the Executive Employee will not, directly or indirectlywithout the prior written consent of the Company (which consent may be withheld for any reason), ownprovide services, managewithin the United States and in locations where Company customers are located, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render substantially similar to the services to be provided by Employee under this Agreement to any person, firm, corporation person or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation entity engaged in a business that which is in competition substantially similar to the Company's Business, or which can reasonably be expected to compete with the Company Company's Business. Notwithstanding anything herein which may be construed to the contrary, Employee shall be free to use and employ Employee's general skills, know-how and expertise, and to use, disclose and employ any generalized ideas, concepts, know-how, methods, techniques or any skills gained or learned during the course of its subsidiaries or affiliatesproviding the services hereunder, so long as Employee acquires and applies this information without disclosure of any Confidential Information of the Executive has no active participation Company and without violating the terms of this Section 17. The term of this noncompetition covenant shall be tolled during any period of actual competition by the Employee and/or any period of litigation required to enforce the Employee's obligations under this Agreement. The Company acknowledges that the Employee is a part-time employee of United Therapeutics Corporation and Northern Therapeutics Corporation, and the Company agrees that Employee's work for such companies, as of the Effective Date, does not fall within the scope of services that competes with the Company's Business; provided however, in the business event the scope of the services provided by Employee to such corporationcompanies or the scope of the Company's Business change such that the services provided by Employee to such companies or other third parties compete with the Company's Business, the provision of this Paragraph with respect to noncompetition will apply and may be enforced by the Company.

Noncompetition. 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 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one eighteen (118) year thereaftermonths thereafter provided, however, that in the event that the Executive’s is receiving the enhanced benefits pursuant to Section 7(c)(ii) due to the Executive’s termination in connection with a Change in Control, twelve (12) months (the “Restricted Period”), the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company business of international or any domestic maritime transport of its subsidiaries petroleum or affiliates or petroleum-based products, including but not limited to crude oil and refined petroleum products (the “Business”), in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, each case in any locale of any country (and including, for the avoidance of doubt, shipping through international waters) in which or from which the Company conducts businessbusiness as of the end of the Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporation.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Executive Employee 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 ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, (v) the Executive Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one (1) year thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 9(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates.

Noncompetition. THIS SECTION 10(a) WILL HAVE NO FORCE OR EFFECT, AND WILL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. 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 affiliates, (iii) in the course of the Executive’s employment by a competitor, the Executive would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships with Affiliates and their customers and predecessors, the Executive has had will become familiar with the trade secrets of, and will continue to have access to these customersother confidential information concerning, (v) the Executive has received and will receive specialized training from the Company and its affiliatesAffiliates and their predecessors, that the Executive’s services will be of special, unique and (vi) the Executive has generated and will continue extraordinary value to generate goodwill for the Company and its affiliates Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the course marketplace depends substantially on the skills and expertise of the Executive’s employment. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Executive’s employment hereunder Employment Period and for a period of one twelve months following the termination of the Employment Period for any reason (1) year thereafterthe “Restricted Period”), the Executive agrees that the Executive will not, not directly or indirectly, indirectly own, manage, operate, control, be employed by (whether as an employeeparticipate in, consultantconsult with, independent contractor or otherwise, and whether or not for compensation) or render services to for, or in any person, firm, corporation or other entity, manner engage in whatever form, engaged in competition any business competing with the businesses of the Company or any of its subsidiaries or affiliates or Affiliates, in any other material business in which country where the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company Affiliates conducts business. Notwithstanding the foregoing; provided, nothing herein shall prohibit the Executive from being a however, that passive owner of not investments amounting to no more than one three percent (1%) of the voting equity securities of a publicly traded corporation engaged business and the Executive’s other current positions and activities described in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporationSection 3 will not be prohibited hereby.

Noncompetition. 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 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one twelve (112) year thereaftermonths thereafter (the “Restricted Period”), the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company business of international or any domestic maritime transport of its subsidiaries petroleum or affiliates or petroleum-based products, including but not limited to crude oil and refined petroleum products (the “Business”), in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, each case in any locale of any country (and including, for the avoidance of doubt, shipping through international waters) in which or from which the Company conducts businessbusiness as of the end of the Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporation.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Executive Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group or any of its affiliates, (iii) in the course of the ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company Group and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, (v) the Executive Employee has received and will receive specialized training from the Company Group and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twelve (112) year months thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with (i) the Company or any fast casual restaurant business in North America that derives at least twenty percent (20%) of its subsidiaries or affiliates revenue from the sale of Mediterranean inspired items or in any other material business in which the Company Group or any of its subsidiaries or affiliates is engaged on the date of the Employee’s termination of employment or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company Group or any of its subsidiaries or affiliates, so long as the Executive Employee has no active participation in the business of such corporation.

Noncompetition. 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 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one six (16) year thereaftermonths thereafter (the “Restricted Period”), the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company business of international or any domestic maritime transport of its subsidiaries petroleum or affiliates or petroleum-based products, including but not limited to crude oil and refined petroleum products (the “Business”), in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, each case in any locale of any country (and including, for the avoidance of doubt, shipping through international waters) in which or from which the Company conducts businessbusiness as of the end of the Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporation.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services in violation of this provision to a competing business will result in irreparable harm to the Company, (ii) the Executive Employee 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 Employee has had and will continue to have access to these customers, and (viv) the Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. employment Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one six (16) year thereaftermonths thereafter (the “Noncompete Period”), the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessbusiness or otherwise engage in conduct that interferes or conflicts with the Employee’s duties to the Company or creates a potential business or fiduciary conflict. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one three percent (13%) of the equity securities or public debt of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesaffiliates or through a private equity, venture capital or other commingled fund, so long as the Executive Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 8(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Executive Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group or any of its affiliates, (iii) in the course of the ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company Group and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, (v) the Executive Employee has received and will receive specialized training from the Company Group and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twenty four (124) year months thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as EXHIBIT 10.1 an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with (i) the Company or any fast casual restaurant business in North America that derives at least twenty percent (20%) of its subsidiaries or affiliates revenue from the sale of Mediterranean inspired items or in any other material business in which the Company Group or any of its subsidiaries or affiliates is engaged on the date of the Employee’s termination of employment or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company Group or any of its subsidiaries or affiliates, so long as the Executive Employee has no active participation in the business of such corporation.

Noncompetition. 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 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for For a period of one five (15) year thereafteryears after the date of this Agreement (the “Restricted Period”), the Executive agrees that the Executive will Seller shall not, and Seller shall cause its Subsidiaries not to, directly or indirectly, own, manage, operate, control, be employed by operate or engage in, in any manner, any aspect of the Divested Business anywhere in the United States or serve as a distributor, dealer, reseller or sales representative with respect to carry deck cranes or boom trucks, in each case, with a capacity of 20 tons or less (whether as an employeecollectively, consultantthe “Divested Competitive Business”) including owning any security in any entity engaged in the Divested Competitive Business; provided, independent contractor or otherwisehowever, and whether or that, the foregoing shall not for compensation) or render services to prohibit the ownership of less than 5.0% of the securities of any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates entity that is engaged listed 27861141 4846-3647-0232.10 on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessa national securities exchange. Notwithstanding the foregoing, nothing herein in this Section 1 shall prohibit the Executive Seller or its Subsidiaries from being (a) acquiring for purposes of leasing, leasing, and then disposing of such previously leased, carry deck cranes and boom trucks, in each case, with a passive owner capacity of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company 20 tons or any of its subsidiaries or affiliatesless, so long as neither Seller nor any of its Subsidiaries serve as a distributor, dealer, reseller or sales representative with respect thereto (the Executive “Specified Permitted Divested Business”), (b) continuing to engage in its business (other than a Divested Competitive Business) as conducted prior to the date hereof, or (c) directly or indirectly (x) acquiring an entity that operates a Divested Competitive Business so long as such entity has no active participation in not, on average over the business past three years (determined based on the three most recent available annual financial statements of such corporationentity), derived more than 25% of its annual gross revenue from operating the Divested Competitive Business (the “Seller After Acquired Business”) and (y) operating and disposing of the Divested Competitive Business of the Seller After Acquired Business; provided that Seller and its Subsidiaries shall dispose or otherwise cease their operation of the Divested Competitive Business (other than the Specified Permitted Divested Business) of the Seller After Acquired Business within eighteen (18) months of the date of the acquisition of the Seller After Acquired Business.

Noncompetition. The Executive acknowledges (a) As an inducement to cause Holdings, Parent, ASCO GP LLC and Buyer to enter into this Agreement, Seller agrees that (i) during the Executive performs services of a unique nature for 48-month period commencing on the Company that are irreplaceableClosing Date, 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 neither Seller nor 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will notSubsidiaries shall engage, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to in any person, firm, corporation or other entity, in whatever form, engaged in competition business that competes with the Company Business anywhere in the world as it exists on the Closing Date (a “Competing Business”); provided that nothing herein shall prohibit (x) the acquisition by Seller or any of its subsidiaries or affiliates or in Affiliates of a diversified business having not more than 25% of its sales (based on its latest annual financial statements) attributable to any other material business in which Competing Business, (y) the Company acquisition by Seller or any of its subsidiaries Affiliates of a diversified business having more than 25% of its sales (based on its latest annual financial statements) attributable to any Competing Business; provided that Seller shall use its reasonable best efforts to divest such Competing Business or affiliates is engaged on a portion thereof so that the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of Competing Business represents not more than one percent 25% of such diversified business’s sales (1%based on its latest annual financial statements), within 18 months following consummation of such acquisition or (z) the acquisition, holding of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company investments or direct or indirect ownership by Seller or any of its subsidiaries Affiliates of any voting stock, capital stock or affiliatesother equity interest of any Person engaged in a Competing Business, so long as such ownership interest represents not more than 25% of the Executive has no active participation in the business aggregate voting power or outstanding capital stock or other equity interests of such corporationPerson. For the avoidance of doubt and notwithstanding the foregoing, (i) the design, manufacture, marketing, sale and/or servicing of any products sold, in production or contemplated to be in production in a line of business other than the Business (as conducted, or as contemplated to be conducted, as of the Closing Date) by Seller or any of its Affiliates as of the Closing Date and (ii) the design, manufacture, marketing, sale and/or servicing of surface acoustic wave technology products by, or on behalf of, Seller’s Subsidiary, Intellisaw, Inc. (or any successor or assignee), in each case, shall not be considered a Competing Business and (iii) the foregoing shall not, in any way, limit or effect Seller’s ability to operate the Deferred Business or perform its obligations under the Transition Services Agreement.

Noncompetition. The Executive Employee 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 Employee 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 Company, Holdco and their respective affiliates, (iiiii) in the course of the ExecutiveEmployee’s employment by a competitorCompetitive Business, the Executive Employee would inevitably use or disclose such Confidential Information, (iviii) the Company Company, Holdco and its their respective affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, and (viv) the Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company Company, Holdco and its their respective affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twelve (112) year thereaftermonths following a termination of the Employee’s employment for any reason other than a Qualifying Termination, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged a Competitive Business on the date of termination or in which they the Company or Holdco or their respective affiliates have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company or Holdco conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one two percent (12%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesCompetitive Business, so long as the Executive Employee has no active participation in the business of such corporation. For purposes hereof, the term “Competitive Business” shall mean any business involved in the triple net real estate investment trust industry.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the CompanyCompany and Holdco, (ii) the Executive Employee 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 Company, Holdco and their respective affiliates, (iii) in the course of the ExecutiveEmployee’s employment by a competitorCompetitive Business, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company Company, Holdco and its their respective affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, and (v) the Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company Company, Holdco and its their respective affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twenty-four (124) year months thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged a Competitive Business on the date of termination or in which they the Company or Holdco or their respective affiliates have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company or Holdco conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one two percent (12%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesCompetitive Business, so long as the Executive Employee has no active participation in the business of such corporation. For purposes hereof, the term “Competitive Business” shall mean any business involved in the triple net real estate investment trust industry.

Noncompetition. The Executive acknowledges that (i) the Executive performs services of a unique an important nature for the Company that are irreplaceableand any of its subsidiaries and controlled affiliates, and that the Executive’s performance of such services to a competing business will may result in irreparable harm to the CompanyCompany and its subsidiaries and controlled affiliates, (ii) Executive is a member of the executive and management personnel of the Company and its subsidiaries and controlled affiliates, (iii) Executive has had and will continue to have access to Confidential Information (as defined below) and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its subsidiaries and controlled affiliates, (iiiiv) in the course of the Executive’s employment by a competitor, the Executive would inevitably could use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its subsidiaries and controlled 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 has generated and will continue to generate goodwill for the Company and its subsidiaries and controlled affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder Employment Term and for a 12 months following the Termination Date, or during such longer period of one (1not to exceed 18 months) year thereafterthat Executive is receiving severance benefits under Sections 6(b) or 6(c) above, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, a Competing Business in any locale of any country in which the Company conducts or its subsidiaries and controlled affiliates conduct business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than four and ninety nine one hundredths percent (14.99%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or and controlled affiliates, so long as the Executive has no active participation in the business of such corporation. For purposes of this Agreement, the term “Competing Business” shall mean (x) any business that (A) is engaged LEGAL_US_E # 178430887.9 primarily in the design and/or delivery of customized software solutions to third party customers and/or (B) is engaged primarily in the provision of information technology consulting services to third party customers (that, in each case, is competitive with the Company or its Subsidiaries), and/or (y) for the avoidance of doubt, any of the following (including any Affiliates thereof, any successor entities thereto and any businesses or divisions divested therefrom): Accenture PLC*, Aricent Inc., Boston Consulting Group*, Deloitte & Touche LLP*, Ciklum ApS, CapGemini SE, CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Elephant Ventures, LLC, Endava Plc, EPAM Systems, Inc., Equal Experts Inc., Globant LLC, HCL Technologies Limited, Hexaware Technologies Limited, International Business Machines Corp., Infosys Limited, iSoftStone Holdings Limited, KPMG US LLP*, McKinsey & Company*, Mindtree Limited, NearForm Ltd, Ness Technologies Inc., Persistent Systems Ltd., Perficient, Inc., PricewaterhouseCoopers LLP*, Sapient Corporation, SoftServe, Inc., Symphony Teleca Corporation, Tech Mahindra Limited, RazorFish, LLC, Three Pillar Global, Inc., VanceInfo Technologies Inc., Wipro Limited, Xebia Nederland B.V.1 For the avoidance of doubt, Competing Business shall not include software product companies that offer customized solutions for such products and are not competitive with the Company or its Subsidiaries with respect to provision of information technology services to third party customers. As used herein, “competitive with the Company or its Subsidiaries” means the provision of the same or similar solutions or services of the Company or its Subsidiaries.

Noncompetition. The Executive acknowledges that (i) the Executive performs will continue to perform 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, and (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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder with the Company and for a period the duration of one (1) year thereafterthe Restricted Period, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company Group is then-actively engaged or is actively pursuing (with respect to any of its subsidiaries or affiliates is engaged on prohibition applying during the date of termination or Executive’s employment) and any business in which they have planned, on the Company Group is actively engaged or prior is actively pursuing as of the end of the Executive’s employment hereunder (with respect to such date, to be engaged in on or after such dateany prohibition applying following the Employment Term), in each case in any locale state or similar jurisdiction of any country in which the Company Group conducts its business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliatesGroup, so long as the Executive has no active participation in the business of such corporation. The term “Restricted Period” for purposes of this Section 10 shall mean the Employment Term, plus twenty-four (24) months, in the case of a termination due to Disability, a termination by the Company for Cause or by Executive without Good Reason, and in the case of a Qualifying Termination, shall mean the applicable benefit period under Section 8(d) or 8(e), as applicable, commencing on the first day following the Executive’s effective date of the Qualifying Termination.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Executive Employee 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 and its affiliates, (iii) in the course of the ExecutiveEmployee’s employment by a competitorCompetitive Business during the non-compete period set forth herein, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee 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 Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twelve (112) year thereaftermonths following a termination of the Employee’s employment for any reason, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with a Competitive Business in the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessUnited States. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one two percent (12%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesCompetitive Business, so long as the Executive Employee has no active participation in the business of such corporation.. For purposes hereof, the term “Competitive Business” shall mean any business involved in the net leased real estate investment industry in competition with the Company or any of its affiliates and the term “Employee’s Termination” shall mean the date the Employee ceases to be employed by the Company for whatever reason, whether voluntarily or involuntarily. (c)

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Executive Employee 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 ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, (v) the Executive Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one (1) year thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have plannedthe Company’s board has considered, on or prior to such date, to be have the Company or any of its subsidiaries or affiliates become engaged in on or after such date, in Oklahoma and the Texas Panhandle, and any locale of any country basin or area in which the Company’s Board has actively considered having the Company conducts businessoperate during the Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive Employee has no active participation in the business of such corporation. In addition, the provisions of this Section ‎11(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Executive Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group or any of its affiliates, (iii) in the course of the ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company Group and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, (v) the Executive Employee has received and will receive specialized training from the Company Group and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twenty four (124) year months thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with (i) the Company or any fast casual restaurant business in North America that derives at least twenty percent (20%) of its subsidiaries or affiliates revenue from the sale of Mediterranean inspired items or in any other material business in which the Company Group or any of its subsidiaries or affiliates is engaged on the date of the Employee’s termination of employment or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company Group or any of its subsidiaries or affiliates, so long as the Executive Employee has no active participation in the business of such corporation.

Noncompetition. 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 confidential information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesSubsidiaries (for purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries), (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 Subsidiaries have substantial relationships with their customers customers, and the Executive has had and will continue to have access to these customerscustomers during the Employment Period, (v) the Executive has received and will receive specialized training from the Company and its affiliates, and (viiv) the Executive has generated and will continue to generate goodwill for the Company and its affiliates Subsidiaries in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one two (12) year years thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, materially engaged in competition with the Company competitive business of selling or any of its subsidiaries distributing the following products manufactured by third parties (x) printing and specialty papers, (y) packaging supplies and equipment, or affiliates (z) as it relates to printing and specialty papers, industrial and commercial maintenance supplies or in any other material business in which graphic imaging supplies and equipment (collectively, the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date“Restricted Business”), in any locale of any country in which the Company conducts such business. Notwithstanding the foregoing, nothing the Company agrees that customers and suppliers of the Company are not deemed to be competitive with the Company merely based upon such status. The Company also agrees that the Executive is not otherwise restricted by the foregoing after the Employment Term to the extent that the Restricted Business is incidental to the business engaged in by such firm, corporation or entity (e.g., Amazon) and the Executive is not directly involved in the Restricted Business of such firm, corporation, or entity. Nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliatesSubsidiaries, so long as the Executive has no active participation in the business of such corporation.

Noncompetition. The Executive acknowledges that (i) As an inducement to Purchaser to enter into this Agreement and to consummate the Executive performs services of a unique nature for the Company that are irreplaceabletransactions contemplated hereby, 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 neither Seller nor any of its affiliatesSeller's affiliates or successors, (iii) in the course of the Executive’s employment by a competitorshall, 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one three (13) year thereafteryears following the Closing Date, without the Executive agrees that the Executive will notprior written consent of Purchaser, directly or indirectly, invest in, own, manage, operate, controlcontrol or participate in the ownership, be employed by (whether management, operation or control of or serve as an employeea lender to, consultantany Competing Business within the Seller Business Service Area. For purposes of this Agreement, independent contractor or otherwisethe term "Competing Business" means the business of owning and operating general acute care hospitals, and whether or not for compensationthe term "Seller Business Service Area" means the area within a twenty-five (25) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with mile radius of the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessAcute Care Hospital. Notwithstanding the foregoing, nothing herein the following shall prohibit be excluded from the Executive from being foregoing provisions of this Section 4.13: (a) the general acute care hospital activities of Seller and Seller's affiliates as of the Closing Date (other than the activities of the Hospital) and (b) Seller's or any affiliate of Seller's acquisition and operation of a passive owner general acute care hospital within the Seller Business Service Area after the Closing Date so long as such hospital was acquired in a transaction in which the amount of not more consideration allocated to such hospital is less than one twenty percent (120%) of the equity securities total consideration necessary to consummate such transaction. Seller shall not actively solicit any of the Hospital Employees (other than the Retained Management Employees) to remain or become an employee of Seller between the Closing Date and the one year anniversary of the Closing Date; provided, however, that at any xxxx Xxxxxx may make a publicly traded corporation engaged general solicitation not directed specifically at Hospital Employees to recruit employees through any means and shall have the right to hire Hospital Employees who respond to such permitted solicitation efforts or seek such employment unsolicited by Seller. After the Effective Time, Seller shall not, and shall use its reasonable commercial efforts to cause its directors, officers, employees and agents to not, use for any purpose any confidential information which specifically relates to the Hospital, other than (i) as required for financial reporting purposes and (ii) as reasonably necessary in a business that is in competition connection with Seller's transition of the ownership and operation of the Hospital to Purchaser. Seller shall cause each of its affiliates to comply with the Company obligations imposed by this Section 4.13. In the event that the provisions contained in this Section 4.13 shall ever be deemed to exceed the time or geographic limits or any of its subsidiaries or affiliatesother limitations permitted by applicable law in any jurisdiction, so long as then such provisions shall be deemed reformed in such jurisdiction to the Executive has no active participation in the business of such corporationmaximum extent permitted by applicable law.

Noncompetition. The Executive acknowledges I acknowledge that (i) the Executive performs services during my employment with AdvanSix, I have and will become familiar with Trade Secrets, Proprietary and Confidential Information concerning AdvanSix, its businesses and employees, including but not limited to, business methods, business systems, strategic plans, plans for acquisition or disposition of a unique nature for the Company that are irreplaceableproducts, expansion plans, financial status and plans, financial data, customer lists and data, and personnel information. I understand and agree that the Executive’s performance as part of such services to a competing business will result in irreparable harm to the Companymy continued employment with AdvanSix, (ii) the Executive has had and I will continue to have access to and receive Trade Secrets, Proprietary and Confidential Information whichconcerning AdvanSix. I further acknowledge that AdvanSix operates in a very competitive business environment and my services are and will be of special, if disclosed, would unfairly unique 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 extraordinary value to AdvanSix. I further acknowledge that I have substantial relationships with their customers and the Executive has had been given and will continue to have be given access to these customersto, (v) and develop relationships with, customers of the Executive has received Company at the time and will receive specialized training from expense of the Company and its affiliates, and (vi) the Executive has generated have and will continue to generate goodwill for the Company receive training, experience and its affiliates in the course expertise from AdvanSix that make my services of the Executive’s employmentspecial, unique and extraordinary value to AdvanSix. Accordingly, during the Executive’s employment hereunder I further acknowledge and for a period of one (1) year thereafter, the Executive agrees agree that the Executive I will not, directly or indirectly, ownat any time during or after my employment with AdvanSix, managedisclose, operatedisseminate, controlmake available or use AdvanSix’s Trade Secrets, be Proprietary and Confidential Information unless in the direct performance of my AdvanSix job. I agree that, during my employment and for a period of two (2) years following my Termination of Employment with AdvanSix for any reason, I will not become employed by by, perform services for, or otherwise become associated with (whether as an employee, consultantofficer, independent contractor director, principal, agent, manager, partner, co-partner or otherwiseconsultant or any other individual or representative role) a Competing Business (as defined below). This restriction shall apply to any Competing Business that conducts business in the same or substantially similar geographic area in which any AdvanSix business, for which I was employed or performed services in a job during the Look Back Period, conducts business or plans to conduct business as of my Termination of Employment. I acknowledge (i) that AdvanSix’s business is conducted throughout the United States and around the world, (ii) notwithstanding the state of incorporation or principal office of AdvanSix, it is expected that AdvanSix will have business activities and have valuable business relationships within its industry throughout the United States and around the world, and whether or not for compensation(iii) or render services to any personas part of my responsibilities, firm, corporation or other entity, I may be conducting business throughout the United States and around the world in whatever form, engaged in competition with the Company or any furtherance of AdvanSix’s business and its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporationrelationships.

Noncompetition. 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 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one the Restricted Period (1) year thereafteras defined below), the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or engage in any other material business Competitive Activities (as defined below) in any basin or location in which the Company or any of its subsidiaries owns any Hydrocarbon Interests (as defined below) (or affiliates is engaged on the date of termination otherwise makes any direct or in which they have planned, on or prior to such date, to be engaged in on or after such date, indirect investment in any locale of Hydrocarbon Interests or has demonstrable plans to commence any country activities or direct or indirect investment in which the Company conducts businessHydrocarbon Interests or any Competitive Activities in any other basin or location in North America. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Agreement, (A) “Competitive Activities” shall mean owning any interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, rendering services for (including as an employee), or in any manner engaging in any business or enterprise involving or related to (I) the acquisition, ownership, operation, finance, maintenance, exploration, production and development of Hydrocarbon Interests, (II) the production and sale of oil, gas and other hydrocarbons produced from such Hydrocarbon Interests, (III) the sale or other disposition of such Hydrocarbon Interests or (IV) any upstream business or activities or oil or gas marketing activities or other energy-related activities; (B) “Hydrocarbon Interests” shall mean (I) all oil, gas and/or mineral leases, oil, gas or mineral properties, mineral servitudes and/or mineral rights of any kind (including fee mineral interests, lease interests, farmout interests, overriding royalty and royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), including any rights to acquire any of the foregoing and (II) all oil and gas gathering, treating, compression, storage, processing and handling assets of any kind, including all rigs, platforms, pipelines, xxxxx, wellhead equipment, pumping units, flowlines, tanks, injection facilities, compression facilities, gathering systems, processing facilities and other related equipment or materials of any kind; and (C) “Restricted Period” means the period beginning on the Executive’s last day of employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the expiration of the Initial Term and (II) on the first anniversary thereof, if such termination occurs upon or after the expiration of the Initial Term.

Noncompetition. THIS SECTION 10(a) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. 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 affiliates, (iii) in the course of the Executive’s 's employment by a competitor, the Executive would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships with Affiliates and their customers and predecessors, the Executive has had and will continue to have access to these customersbecome familiar with the trade secrets of, (v) the Executive has received and will receive specialized training from other confidential information concerning, the Company and its affiliatesAffiliates and their predecessors, that the Executive's services will be of special, unique and (vi) the Executive has generated and will continue extraordinary value to generate goodwill for the Company and its affiliates Affiliates and that the Company's ability to accomplish its purposes and to successfully pursue its business plan and compete in the course marketplace depends substantially on the skills and expertise of the Executive’s employment. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Executive’s employment hereunder Employment Period and for a period of one twelve months following the Executive's termination of employment with the Company for any reason other than a termination of employment in which Section 9(d) hereof applies (1in which case the restrictions set forth in this Section 10 shall not apply) year thereafter(the "Restricted Period"), the Executive agrees that the Executive will not, shall not directly or indirectly, indirectly own, manage, operate, control, be employed by (whether as an employeeparticipate in, consultantconsult with, independent contractor or otherwise, and whether or not for compensation) or render services to for, or in any person, firm, corporation or other entity, manner engage in whatever form, engaged in competition any business competing with the businesses of the Company or any of its subsidiaries or affiliates or Affiliates, in any other material business in which country where the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company Affiliates conducts business. Notwithstanding the foregoing; provided, nothing herein shall prohibit the Executive from being a however, that passive owner of not investments amounting to no more than one three percent (1%) of the voting equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporationshall not be prohibited hereby.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Executive Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group or any of its affiliates, (iii) in the course of the ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company Group and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, (v) the Executive Employee has received and will receive specialized training from the Company Group and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twenty four (124) year months thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the fast casual restaurant business in North America that derives at least twenty percent (20%) of its revenue from the sale of (i) Mediterranean inspired items or (ii) any other category of items (e.g., Mexican, Hamburger, Pizza) that represents at least 20% of the Company or any of Group’s and its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged affiliates’ revenue on the date of the Employee’s termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessemployment. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company Group or any of its subsidiaries or affiliates, so long as the Executive Employee has no active participation in the business of such corporation.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Executive Employee has had and will continue to have access to Confidential *Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. 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 ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, (v) the Executive Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one (1) year thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, that is, in whatever form, engaged either directly or indirectly through its affiliates, engaged, or seeking to acquire a controlling interest in another person, firm corporation or entity that is engaged, in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such datetermination, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries so long as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries.

Noncompetition. 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 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one the Restricted Period (1) year thereafteras defined below), the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or engage in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, Competitive Activities (as defined below) in any locale of any country basin or location in which the Company conducts businessNorth America. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Agreement, (A) “Competitive Activities” shall mean owning any material interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, or rendering services for (including as an employee), or otherwise engaging in any business or enterprise whose primary business purpose or activity is (I) the acquisition, ownership, operation, finance, maintenance, exploration, production and development of Hydrocarbon Interests or (II) the sale or other disposition of such Hydrocarbon Interests, (B) “Hydrocarbon Interests” shall mean all non-cost bearing oil and gas properties, mineral properties, mineral servitudes and/or mineral rights of any kind (including overriding royalty and royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), including any rights to acquire any of the foregoing and (C) “Restricted Period” means the period beginning on the Executive’s last day of employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the expiration of the Initial Term and (II) on the first anniversary thereof, if such termination occurs upon or after the expiration of the Initial Term.

Noncompetition. The Executive Employee acknowledges that that: (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the Company, ; (ii) the Executive Employee 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 ExecutiveEmployee’s employment by a competitor, the Executive NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST Employee would inevitably use or disclose such Confidential Information, ; (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, ; (v) the Executive Employee has received and will receive specialized training from the Company and its affiliates, ; and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one (1) year 12 months thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business, any material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have plannedplanned (that has been approved by the Board of Directors), on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 9(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit with which he is employed does not engage in a business in competition with the Company or any of its subsidiaries or affiliates.

Noncompetition. THIS SECTION 10(a) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. 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 affiliates, (iii) in the course of the Executive’s employment by a competitor, the Executive would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships with Affiliates and their customers and predecessors, the Executive has had and will continue to have access to these customersbecome familiar with the trade secrets of, (v) the Executive has received and will receive specialized training from other confidential information concerning, the Company and its affiliatesAffiliates and their predecessors, that the Executive’s services will be of special, unique and (vi) the Executive has generated and will continue extraordinary value to generate goodwill for the Company and its affiliates Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the course marketplace depends substantially on the skills and expertise of the Executive’s employment. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Executive’s employment hereunder Combined Employment Period and for a period of one twelve months following the termination of the Combined Employment Period for any reason other than a termination of employment in which Section 9(d) applies (1in which case the restrictions set forth in this Section 10 shall not apply following the Employment Period) year thereafter(the “Restricted Period”), the Executive agrees that the Executive will not, shall not directly or indirectly, indirectly own, manage, operate, control, be employed by (whether as an employeeparticipate in, consultantconsult with, independent contractor or otherwise, and whether or not for compensation) or render services to for, or in any person, firm, corporation or other entity, manner engage in whatever form, engaged in competition any business competing with the businesses of the Company or any of its subsidiaries or affiliates or Affiliates, in any other material business in which country where the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company Affiliates conducts business. Notwithstanding the foregoing; provided, nothing herein shall prohibit the Executive from being a however, that passive owner of not investments amounting to no more than one three percent (1%) of the voting equity securities of a publicly traded corporation engaged business and the Executive’s other current positions and activities described in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporationSection 3 shall not be prohibited hereby.

Noncompetition. 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 for any competing business will Business could result in irreparable harm to the Company, (ii) the Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would could unfairly and inappropriately assist in competition against the Company or any of its affiliatesGroup, (iii) in the course of the Executive’s employment by a competitor, the Executive would inevitably might likely use or disclose such Confidential Information, (iv) the Company and its affiliates have Group has substantial relationships with their customers and the Executive has had and will continue to have access to these customers, and (v) the Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive has generated and will continue to generate goodwill for the Company and its affiliates Group in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one twelve (112) year thereaftermonths thereafter (the “Restricted Period”), the Executive agrees that that, the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged with respect to any business involving the international maritime transportation of petroleum or petroleum-based products involving crude oil including, for the avoidance of doubt, any refined products resulting from crude oil (but excluding any bunkering services) (the “Business”), in competition with the Company or any of its subsidiaries or affiliates or each case in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any maritime locale of any country (and limited, for the avoidance of doubt, to shipping through international waters) in which or from which the Company conducts businessbusiness as of the end of the Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company Group, or from investing, as a passive investor, in any of its subsidiaries private equity and hedge funds or affiliatessimilar investment vehicles, in each case so long as the Executive in such connection has no active participation in the business of such corporationan operating entity directly engaged in the Business other than what is permitted hereunder. For the avoidance of doubt, and consistent with Section 1(b), nothing herein shall preclude Executive from engaging in any dry bulk transportation, container ship transportation, bunkering services of any kind, chemical transportation (including, without limit, clean products not derived from crude oil) or over-land or non-international water transportation, or in any business activities specifically allowed pursuant to Section 1(b).

Noncompetition. The (a)The Executive acknowledges recognizes and understands that (i) in performing the Executive performs services responsibilities of a unique nature for the Company that are irreplaceablehis employment, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Executive he has had and will continue to have access occupy a position of fiduciary trust and confidence, pursuant 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 which he has had and will continue to have access develop and acquire experience and knowledge with respect to these customers, (v) the Company's business. It is the expressed intent and agreement of the Executive has received and will receive specialized training the Company that such knowledge and experience shall be used exclusively in the furtherance of the interests of the Company and not in any manner which would be detrimental to the Company's interests. The Executive therefore agrees that so long as he is employed by or receiving compensation from the Company and its affiliatesand/or any of the other Lynton Companies, and (vii) the Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafterfollowing the termination of this Agreement if terminated for cause pursuant to Section 6(b) hereof, or (ii) for a period of one (1) year following the expiration of the Term if prior thereto the Company has made a Renewal Offer (as defined below) to the Executive and the Executive has failed to accept the Renewal Offer within thirty (30) days thereof, the Executive agrees that the Executive will notnot be employed by, work for, advise, consult with, serve or assist in any way, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor any party whose business is competitive with the activities or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with business of the Company or any of its subsidiaries the other Lynton Companies within the States of Connecticut, New Jersey, New York or affiliates Pennsylvania, anywhere within the United Kingdom, or in any other material business states or jurisdictions in which the Company or any of its subsidiaries the other Lynton Companies may then operate or affiliates transact business. The Executive agrees further that he will not, during the applicable periods referred to above, purchase or otherwise acquire, directly or indirectly, any interest of any kind in any such business which is engaged competitive with that of the Company or any of the other Lynton Companies. The foregoing restrictions on competition by the date Executive shall be operative for the benefit of termination the Company and the other Lynton Companies and of any business owned or in which they controlled by the Company or the other Lynton Companies, or any successor or assign of any of the foregoing. In the event that the provisions of this Section 7 should ever be deemed to exceed the time or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time or geographic limitations permitted by applicable laws. For purposes hereof, a "Renewal Offer" shall be deemed to have planned, on or occurred if at least sixty (60) days prior to such datethe expiration of the Term, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessoffers to renew this Agreement on similar terms as provided herein for a minimum period of eighteen (18) months at compensation at least equal to the compensation provided under Section 4(a) hereof. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 it is specifically understood that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in obligation to make a Renewal Offer to the business of such corporationExecutive.

Noncompetition. The Executive acknowledges that (a) Each of the Seller and the Foundation agrees that, for a period of five (5) years following the Initial Closing Date, neither the Seller nor the Foundation may engage, either directly or indirectly, in owning, managing, operating, joining, controlling, being retained as a contractor or consultant by or on behalf of, or participating in any manner in the ownership, management, operation or control of or to be connected in any manner with any Person which in any way, directly or indirectly, is engaged in any activity which is directly or indirectly competitive with the Buyer or any of its Affiliates, except (i) the Executive performs services for making, acquiring, servicing, holding and financing 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 CompanyPrivate Loans, (ii) the Executive has had and will continue as otherwise permitted or required pursuant to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesthis Agreement, (iii) in the course of event that the Executive’s employment by a competitor, Seller and/or the Executive would inevitably use Foundation are required or disclose such Confidential Information, permitted to retain or repurchase any FFELP Loan or (iv) in 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 has generated and will continue to generate goodwill event that it is necessary or advisable for the Company Foundation to purchase and hold any FFELP Loan incidental to the Foundation’s charitable mission, but in any event neither the Foundation nor any of its affiliates Affiliates shall hold or beneficially own FFELP Loans or interests therein having an aggregate outstanding principal balance in the course excess of the Executive’s employment. Accordingly$1.0 billion; provided, during the Executive’s employment hereunder and for a period of one (1) year thereafterhowever, the Executive agrees that any FFELP Loans that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company Foundation or any of its subsidiaries or affiliates or Affiliates are required to repurchase pursuant to the terms of the Loan Purchase Agreements shall not be included in any other material business in which the Company or any $1.0 billion cap. Without limiting the generality of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit neither the Executive from being a passive owner of not more than one percent (1%) Seller nor the Foundation shall, and each of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or Seller and Foundation shall cause their then current officers, directors, employees, and agents not to take any of its subsidiaries the following actions on behalf of the Seller or affiliatesthe Foundation (it being understood that such officers, so long as directors, employees and agents shall not be restricted from taking any such action on their own behalf or on behalf of any entity other than the Executive has no active participation Seller or Foundation): contact any borrower, school or lender in order to originate, acquire, hold, service or finance any FFELP Loan. The parties acknowledge that a breach hereof will cause irreparable injury to the business Buyer and that monetary damage would not provide an adequate remedy for such breach, and therefore the Buyer may elect to have this Section 9.6 specifically enforced by any court having equity jurisdiction. In the event either the Seller or the Foundation fails in any manner to observe the requirements of this Section 9.6, the Buyer shall be entitled to enforce such corporationprovisions through any remedy provided by Law, including but not limited to injunctive relief, and pursue such other remedies for relief which may be available pursuant to Law or this Agreement.

Noncompetition. The Executive acknowledges that (i) the Executive performs services of a unique nature for the Company Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Executive has had and will continue to have access to Confidential Information trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesGroup, (iii) in the course of the Executive’s employment by a competitor, the Executive would inevitably use or disclose such trade secrets and Confidential Information, (iv) the Company and its affiliates have Group has substantial relationships with their its 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 affiliatesGroup, and (vi) the Executive has generated and will continue to generate goodwill for the Company and its affiliates Group in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder Employment Term and for a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or Group in any other material business in which the Company or any of its subsidiaries or affiliates Group is engaged on the date of termination or in which they have plannedplanned (provided Executive was aware of such plan), on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company Group conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliatesGroup, so long as the Executive has no active participation in the business of such corporation. The Company and the Executive acknowledge and agree that, (A) notwithstanding the restrictions contained in this Section 9(b), (1) Executive shall not be prohibited from accepting employment with any agency of the United States government (provided that, for the avoidance of doubt, the restrictions contained in this Section 9(b) shall be deemed to prohibit Executive during the Restricted Period from participation, directly or indirectly, on behalf of the U.S. Air Force or the National Security Administration (or, for the avoidance of doubt, any other potential future employer) in any program in which any member of the Company Group was engaged, or planned to engage, during the Employment Term), and (2) neither the investments made as of the date hereof by Executive in convertible promissory notes issued by Xxxx.Xx Inc., a Delaware corporation (“Anno”), nor the conversion of any such note listed into equity interests of Anno pursuant to the terms of such note, shall be deemed to violate this Section 9(b); provided that Executive (x) shall hold such note or equity interests received as a result of any such conversion in a purely passive manner, (y) shall not have any role, directly or indirectly, in the day-to-day operations or decision-making of Anno, and (z) shall at no time during the Employment Term and for a period of one (1) year thereafter possess, directly or indirectly, individually or in the aggregate with any other Seller(s) (as defined in the Purchase Agreement), the power to direct or cause the direction of the management, operation or policies of Anno, whether through the ownership of voting securities, by contract or otherwise, and (B) in the event Executive desires to engage in an activity that falls within the scope of this Section 9(b), or with respect to which it is unclear whether such activity falls within the scope of this Section 9(b), the Executive may request the Company’s prior written consent to such activity and, if the Company, in its sole and absolute discretion, consents in writing to the Executive’s requested activity, the Executive may undertake such activity to the extent of the Company’s consent and will not be deemed to have violated this Section 9(b) on account thereof.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Executive Employee 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 ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, (v) the Executive Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and (A) if the Employee’s employment and the Employment Term are terminated by the Company for Cause or by the Employee without Good Reason, for a period of one (1) year thereafter, or (B) if the Executive Employee’s employment and the Employment Term are terminated by the Company other than for Cause or by the Employee for Good Reason, for a period of six (6) months thereafter, the Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to (i) any person, firm, corporation or other entity, in whatever form, with a class of securities listed on a national securities exchange, engaged in competition with the Company or any business of its subsidiaries or affiliates owning and leasing agricultural real estate or in any other material business in which the Company or any of its subsidiaries or 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, in any locale of any country in which the Company conducts business or (ii) any person, firm, corporation or other entity, in whatever form, with assets under management or committed capital in excess of $50,000,000, engaged in the business of owning and leasing agricultural real estate or in any other material 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, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from (i) 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive Employee has no active participation in the business of such corporationcorporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates.

Noncompetition. The Executive acknowledges that agrees that, during the Restricted Period, the Executive shall not be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (as defined below) if (i) the services that the Executive performs is to provide to the Competitor are the same as, or substantially similar to, any of the services of a unique nature for that the Executive provided to the Company that are irreplaceableor the Affiliates, and that the Executive’s performance of such services are to a competing business will result be provided with respect to any location in irreparable harm which the Company or an Affiliate had material operations during the twelve (12) month period prior to the CompanyTermination Date, or with respect to any location in which the Company or an Affiliate had devoted material resources to establishing operations during the twelve (12) month period prior to the Termination Date; or (ii) the Executive has had and will continue to have access to Confidential Information whichtrade secrets, 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, or proprietary information (ivincluding, without limitation, confidential or proprietary methods) of the Company and its affiliates have substantial relationships with their customers and the Affiliates to which the Executive has had and will continue access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of this paragraph, services provided by others shall be deemed to have access to these customers, (v) been provided by the Executive has received and will receive specialized training from the Company and its affiliates, and (vi) to Competitor if the Executive has generated and will continue had material supervisory responsibilities with respect to generate goodwill for the Company and its affiliates in the course provision of the Executive’s employmentsuch services. Accordingly, during the Executive’s employment hereunder and for The term “Competitor” means any enterprise (including a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation business, division, or other entityunit, whether or not incorporated) during any period in whatever form, engaged in competition with the Company or any which a material portion of its subsidiaries or affiliates or business is (and during any period in which it intends to enter into business activities that would be) materially competitive in any other material way with any business in which the Company or any of its subsidiaries or affiliates is the Affiliates were engaged on during the date of termination or in which they have planned, on or twelve (12) month period prior to the Executive’s Termination Date (including, without limitation, any business if the Company devoted material resources to entering in such datebusiness during such twelve (12) month period), but for purposes of clause (c) above, the term “Competitor” shall be limited to be engaged in on or after such date, in any locale of any country in those businesses to which the Company conducts businessExecutive devoted more than an insignificant amount of time while employed by the Company. Notwithstanding the foregoing, nothing herein the term “Competitor” shall prohibit not include a business of a Competitor if such business would not, as a stand-alone enterprise, constitute a “Competitor” under the foregoing definition, provided that Executive from being a passive owner of does not more than one percent (1%) render any services to, or otherwise assist the portion of the equity securities of a publicly traded corporation engaged in a business that is in competition competes with the Company or any and its Affiliates. For the avoidance of its subsidiaries or affiliatesdoubt, so long as the Executive has no active participation Company’s and Affiliates’ businesses shall include, without limitation, the lines of business set forth in the Company’s annual report on Form 10-K, provided that nothing in this sentence shall be construed to limit the type of business of the Company and the Affiliates or the restrictions with respect to such corporationbusinesses in the future. Any payments owed to Executive at time of separation as described herein shall be contingent upon Executive’s compliance with the post-employment noncompetition provisions.

Noncompetition. The Executive Employee acknowledges that (i) the Executive performs Employee shall perform services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Executive has had and will continue to have Company shall provide the Employee access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the ExecutiveEmployee’s employment by a competitorCompetitive Business during the non-compete period set forth herein, the Executive Employee 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 Employee shall 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 has generated and will continue Employee shall be expected to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee shall work are nationwide in scope. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twelve (112) year thereaftermonths following a termination of the Employee’s employment for any reason, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with a Competitive Business in the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessUnited States. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one two percent (12%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesCompetitive Business, so long as the Executive Employee has no active participation in the business of such corporation. For purposes hereof, the term “Competitive Business” shall mean a publicly traded real estate investment trust that is identified by the National Association of Real Estate Investment Trusts as a “mall REIT” or “shopping center REIT” (other than the Company or a surviving or resulting entity upon a Change of Control, or any of their respective affiliates) and the term “Employee’s Termination” shall mean the date the Employee ceases to be employed by the Company for whatever reason, whether voluntarily or involuntarily.

Noncompetition. The In further consideration of the compensation to be paid to Executive hereunder, she acknowledges that during the course of her employment with the Company and its Affiliates (including, without limitation, any predecessors thereof) she has become familiar with, and during the course of her employment with the Company and its Affiliates she will become familiar with, EHC’s and its Subsidiaries’ trade secrets and with other Confidential Information. Executive acknowledges that her services shall be of special, unique and extraordinary value to EHC and its Subsidiaries and that EHC’s and its Subsidiaries’ ability to accomplish their purposes and to successfully pursue their business plan and compete in the marketplace depends substantially on the skills and expertise of Executive. Therefore, and in further consideration of the compensation being paid to Executive hereunder, she agrees that, during the Noncompete Period (as defined below), she shall not directly or indirectly engage, whether as an owner, general partner, member, officer, employee, consultant, director, stockholder or otherwise (other than passive ownership of less than ten percent (10%) of any class of securities of an entity, without otherwise participating in or advising on the activities of such entity), any business of which the primary activity is the provision of products or services within the Restricted Territory (as defined below) that, as of the Date of Termination, are competitive with (i) the Executive performs business of operating or managing inpatient rehabilitation, home health or hospice services within the Restricted Territory, or (ii) any business line of a unique nature for EHC or its Subsidiaries that has generated revenue in excess of $500,000 (the Company “Revenue Threshold”) during the twelve months prior to the Date of Termination (each, an “EHC Competitive Business”); provided that (y) revenues generated by business lines that are irreplaceablenot substantially related shall not be aggregated for purposes of determining whether any EHC Competitive Business has met the Revenue Threshold; and (z) EHC shall, within 30 days of the Date of Termination, provide Executive with, and that certify the accuracy of, a schedule identifying each EHC Competitive Business. The “Noncompete Period” shall mean the period during which she is employed by EHC or any of its Subsidiaries and the period beginning on the Date of Termination and ending on the later of 12 months from the Date of Termination and April 1, 2022. “Restricted Territory” shall mean any state or territory of the United States in which EHC or any of its Subsidiaries is located or operates, or is in the process of actively planning to conduct or conducting operations, as of the Date of Termination. Notwithstanding the foregoing provisions of this Section 3(a), this Agreement shall not preclude or limit Executive’s performance activities relating to (i) Executive’s provision of services to Homecare Homebase, LLC as an officer or chairman in a manner consistent with those positions, so long as Executive’s time commitment to such services to a competing business will result is no greater than the time commitment in irreparable harm effect immediately prior to the CompanyEffective Date, (ii) any activities approved by the Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against written consent of the Company Board after the Effective Date or any of its affiliates, (iii) any other Board Roles; provided, that in the course case of the clauses (i) and (ii) such activities do not materially interfere with Executive’s employment by a competitor, the Executive would inevitably use or disclose such Confidential Information, (iv) duties and responsibilities to the Company and its affiliates have substantial relationships with their customers Subsidiaries. Executive acknowledges that the geographic boundaries, scope of prohibited activities and the Executive has had time duration are reasonable and will continue are no broader than are necessary 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material protect legitimate business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporationinterests.

Noncompetition. The Executive Employee acknowledges that that: (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the Company, ; (ii) the Executive Employee 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 ExecutiveEmployee’s employment by a competitor, the Executive would inevitably Employee may use or disclose such Confidential Information, ; (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, ; (v) the Executive Employee has received and will receive specialized training from the Company and its affiliates, ; and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one (1) year 12 months thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have plannedplanned (that has been approved by the Board of Directors), on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessbusiness (hereinafter, the “Noncompete Restrictions”). Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 9(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit with which he is employed does not engage in a business in competition with the Company or any of its subsidiaries or affiliates. Notwithstanding anything in this Section 9(b) or this Agreement to the contrary, these Noncompete Restrictions shall not apply to any termination by Employee for Good Reason or by the Company without Cause on or before August 31, 2020.

Noncompetition. The In further consideration of the issuance of Executive Securities to Executive hereunder, Executive hereby 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 affiliates, (iii) in during the course of the Executive’s '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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries Subsidiaries Executive shall become familiar, and/or during Executive's employment with NewQuest, LLC, a Texas limited liability company ("NQLLC"), or affiliates any of its Subsidiaries Executive has become familiar with the Company's, and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that Executive's services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries, including NQLLC, and therefore Executive hereby agrees that, while employed by the Company or any of its Subsidiaries, and for a period of eighteen months after Executive's of Termination (the "Noncompete Period"), Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any other material manner engage in any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist prior to Executive's Date of Termination, or, as of Executive's Date of Termination, are contemplated to exist during the twelve-month period following Executive's Date of Termination (the "Restricted Business"), within any geographical area in which the Company or any of its subsidiaries Subsidiaries engage or affiliates is engaged on the date of termination or plan to engage in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessbusinesses. Notwithstanding the foregoing, nothing Nothing herein shall prohibit the Executive from (i) being a passive owner of not more than one percent (1%) 2% of the equity securities outstanding stock of any class of a corporation which is publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatestraded, so long as the Executive has no active participation in the business of such corporationcorporation or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary).

Noncompetition. 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 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one 12 months thereafter (1) year thereafterthe “Restricted Period”), the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any personVanity Fair Outlet, firmXxxxx Apparel Group (Xxxxx NY), corporation Theory or other entityXxxxx & Xxxxxx, in whatever form, engaged in competition with the Company or any of its subsidiaries their successors or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessaffiliates. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporation.

Noncompetition. The Executive acknowledges that (a) Seller agrees that, commencing on the Closing Date and until the later of (i) three (3)-years following the Executive performs services of a unique nature for the Company that are irreplaceable, Closing Date 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 valid expiration or any of its affiliates, (iii) in the course termination of the Executive’s employment by a competitorA&R Supply Agreement (including any extensions to the term thereof) (the period when Seller is restricted, the Executive would inevitably use or disclose such Confidential Information“Non-Compete Period”), (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 affiliatesSeller shall not, and (vi) the Executive has generated shall cause its Subsidiaries and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will notcontrolled Affiliates not to, directly or indirectly, own(i) engage anywhere in the world in any business that competes with the Business as the Business is conducted, or contemplated to be conducted, on the Closing Date (a “Competing Business”); (ii) have an interest in, manage, operate, control, be employed by provide financing to or participate in (whether as an employeeowner, operator, manager, consultant, independent contractor officer, director, employee, investor, agent, representative or otherwise) any Person that engages directly or indirectly in a Competing Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee, or consultant; (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Business and whether customers, suppliers, distributors and sales representatives of the Business or not for compensation(iv) design, supply, distribute, market or render services manufacture electric motors to any person, firm, corporation or other entity, in whatever form, engaged in competition with Competing Business; provided that nothing herein shall prohibit (x) the Company acquisition by Seller or any of its subsidiaries or affiliates or in Affiliates of a diversified business having not more than ten percent (10%) of its sales (based on its latest annual consolidated financial statements) attributable to any business that is a Competing Business other material business in which than the Company Competing Businesses set forth on Section 5.9 of the Disclosure Schedule (the “Specified Businesses”), (y) the acquisition by Seller or any of its subsidiaries Affiliates of a diversified business (other than any Specified Business) having more than ten percent (10%) of its sales (based on its latest annual consolidated financial statements) attributable to any Competing Business; provided that Seller divests such Competing Business or affiliates is engaged on a portion thereof so that the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of Competing Business represents not more than one ten percent (110%) of such diversified business’s sales (based on its latest annual consolidated financial statements), within twelve (12) months following consummation of such acquisition or (z) the acquisition, holding of investments or direct or indirect passive ownership by Seller or any of its Affiliates of any voting stock, capital stock or other equity interest of any Person engaged in a Competing Business (other than any Specified Business), so long as such ownership interest represents not more than five percent (5%) of the aggregate voting power or outstanding capital stock or other equity securities interests of such Person. The foregoing shall not, in any way, limit or effect Seller’s ability to perform its obligations under the Transition Services Agreement. This Section 5.9 shall cease to be applicable to any Person at such time as it is no longer a publicly traded corporation engaged in Subsidiary of Seller and shall not apply to any Person that purchases assets, operations or a business that is in competition with the Company from Seller or any one of its subsidiaries or affiliatesSubsidiaries, so long as the Executive has no active participation in the business if such Person is not a Subsidiary of Seller after such corporationtransaction is consummated.

Noncompetition. THIS SECTION 9(a) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. 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 affiliates, (iii) in the course of the Executive’s 's employment by a competitor, the Executive would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships with Affiliates and their customers and predecessors, the Executive has had and will continue to have access to these customersbecome familiar with the trade secrets of, (v) the Executive has received and will receive specialized training from other confidential information concerning, the Company and its affiliatesAffiliates and their predecessors, that the Executive's services will be of special, unique and (vi) the Executive has generated and will continue extraordinary value to generate goodwill for the Company and its affiliates Affiliates and that the Company's ability to accomplish its purposes and to successfully pursue its business plan and compete in the course marketplace depends substantially on the skills and expertise of the Executive’s employment. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Executive’s employment hereunder Employment Period and for a period of one twelve months following the Executive's termination of employment with the Company for any reason other than a termination of employment in which Section 8(d) applies (1in which case the restrictions set forth in Sections 9(a) year thereafterand (b) shall not apply following the Executive's termination of employment with the Company) (the "Restricted Period"), the Executive agrees that the Executive will not, shall not directly or indirectly, indirectly own, manage, operate, control, be employed by (whether as an employeeparticipate in, consultantconsult with, independent contractor or otherwise, and whether or not for compensation) or render services to for, or in any person, firm, corporation or other entity, manner engage in whatever form, engaged in competition any business competing with the businesses of the Company or any of its subsidiaries or affiliates or Affiliates, in any other material business in which country where the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company Affiliates conducts business. Notwithstanding the foregoing; provided, nothing herein shall prohibit the Executive from being a however, that passive owner of not investments amounting to no more than one three percent (1%) of the voting equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporationshall not be prohibited hereby.

Noncompetition. The Executive acknowledges that (i) the Executive performs services of a unique nature for the Company that are irreplaceablenot easily quantified, and that the Executive’s performance of such services to a competing business will would result in irreparable harm to the Company, (ii) the Executive has had and and, during the Employment Term will continue to have access to Confidential Information 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 during the Employment Term access to these customers, (v) the Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one two (12) year years thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition the design, distribution, marketing or manufacturing of tabletop, storage or food preparation products for the consumer and foodservice markets, with operations in the Company United States, Canada, Mexico, Latin America, Africa, Europe and Asia, the design, distribution, marketing or any manufacturing of its subsidiaries bakeware, beverageware, serveware, storageware, flatware, dinnerware, crystal, buffetware, hollowware, premium spirit bottles, cookware, gadgets, candle, floral glass containers, and other similar houseware or affiliates kitchen products, or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one two percent (12%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporation.

Noncompetition. Seller agrees, for itself and its successors, assigns and any entity which it controls, that during the period commencing on the Closing Date and ending on the three year anniversary of the Closing Date, in consideration of the purchase of the Acquired Assets by Buyer hereunder, (i) prior to Seller's proposed spinoff of the measurement organization (the "Measurement Organization") of Seller into a separate company ("Newco"), the Measurement Organization shall not use the HP Business Intellectual Property licensed back to it under Article 3 of the Technology Transfer Agreement to compete in the digital broadcast video server business and (ii) subsequent to the spinoff of Newco, Newco shall not use the HP Business Intellectual Property licensed back to it under the Technology Transfer Agreement to compete in the digital broadcast video server business. The Executive acknowledges parties acknowledge that (i) prior to the Executive performs services spinoff of a unique nature for Newco, the Company that are irreplaceableremainder of Seller (other than the Measurement Organization), and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) after the Executive has had and will continue to have access to Confidential Information whichspinoff of Newco, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, HPCo. (iii) as defined in the course Technology Transfer Agreement) has no rights to use the HP Business Intellectual Property after the Closing Date for any purpose, including competing with Buyer. In addition, Seller agrees, for itself and its successors, assigns and any entity which it controls, that, in consideration 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course purchase of the Executive’s employment. AccordinglyAcquired Assets by Buyer hereunder, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will it shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such datethe date which is 21 months after the Closing Date, to be engaged in on or after such date, in solicit any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%) of the equity securities Key Employees who have been hired by Buyer for purposes of obtaining their employment services provided, however, that the foregoing shall not prohibit Seller from hiring any such Key Employee, if such hiring (x) results exclusively from such Key Employee's affirmative response to a general recruitment effort carried out through a public solicitation or a general solicitation, (y) is of a publicly traded corporation engaged Key Employee whose employment with Buyer has been terminated by Buyer or (z) results from such Key Employee's initiatives in a business that is in competition seeking employment with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation Seller in the business absence of such corporationsolicitation by Seller.

Noncompetition. 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 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one the Restricted Period (1) year thereafteras defined below), the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or engage in any other material business Competitive Activities (as defined below) in any basin or location in which the Company or any of its subsidiaries (a) owns any Hydrocarbon Interests (as defined below) or affiliates is engaged on has demonstrable plans to commence any activities or direct or indirect investment in Hydrocarbon Interests as of the date Effective Date, or (b) after the Effective Date and before the earlier of a Change-in-Control (as defined in the Plan) and the Executive’s termination of employment, acquires or in which they have planned, on otherwise makes any direct or prior to such date, to be engaged in on or after such date, indirect investment in any locale of Hydrocarbon Interests or has demonstrable plans to commence any country activities or direct or indirect investment in which the Company conducts businessHydrocarbon Interests. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Agreement, (A) “Competitive Activities” shall mean owning any material interest in (other than through passive limited partnership interests in investment funds), participating in (whether as a director, officer, employee, member, or partner), consulting with, or rendering services for (including as an employee), or otherwise engaging in any business or enterprise whose primary business purpose or activity is (I) the acquisition, ownership, operation, finance, maintenance, exploration, production and development of Hydrocarbon Interests or (II) the sale or other disposition of such Hydrocarbon Interests, (B) “Hydrocarbon Interests” shall mean all non-cost bearing oil and gas properties, mineral properties, mineral servitudes and/or mineral rights of any kind (including overriding royalty and royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), including any rights to acquire any of the foregoing and (C) “Restricted Period” means the period beginning on the Executive’s last day of employment with the Company and ending on the first anniversary thereof.

Noncompetition. The Executive acknowledges Employee agrees 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 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s term of his or her employment hereunder with Employer, and for a period of one twelve (112) year thereaftermonths (the "Post-Employment Period") following the termination of such employment (except as provided below), Employee shall not (a) solicit, attempt to divert or divert the Executive agrees that the Executive will notbusiness of any customer of Employer; or (b) engage in any activity, directly or indirectly, own, manage, operate, control, be employed by indirectly (whether as an employee, owner, consultant, independent contractor agent or otherwise), and whether involving: (i) the provision of program management and/or network deployment services (including, without limitation, site acquisition, construction, or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (1%construction management services) of the equity securities type generally offered by Employer, (ii) the provision of a publicly traded corporation engaged radio frequency engineering services of the type generally offered by Employer, (iii) the management, construction or leasing of telecommunications towers, or (iv) the provision of outsourcing services in a business the telecommunications industry of the type offered by Employer. The foregoing restriction shall be limited as follows: (a) it will apply only to the extent that the prohibited activities are undertaken within the same geographical area that Employer markets or provides competing services, (b) the Employee shall be released from such restriction in the event his employment is in competition with terminated by the Company or any other than for "cause," as that term is defined in Section 1.2 of its subsidiaries or affiliatesthat certain Redemption Agreement between Koll Telecommunication Services, L.L.C., Castle Rock Telecommunicatxxxx Co., L.L.C., and LCC International, Inc., dated as of June 29, 1998, and (c) it will not apply if the Employee voluntarily terminates his employment with Employer; provided, however, that the foregoing restriction shall remain in effect for the Post-Employment Period so long as the Executive has no active participation Employer continues to pay Employee's salary and benefits after the Employee ceases to be employed by the Employer; provided, however, that in the business event Employer should elect to discontinue paying Employee's salary and benefits pursuant to this clause (c), Employer shall give Employee notice of such corporationdiscontinuance no later than sixty days prior to the effective time of such discontinuance.

Noncompetition. The Executive acknowledges that (i) the Executive performs services of a unique nature for the Company that are irreplaceable, 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 Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, subsidiaries; (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 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 affiliates, subsidiaries; and (vi) the Executive has generated and will continue to generate goodwill for the Company and its affiliates subsidiaries in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder Employment Term and for a period of one year thereafter (1) year thereafterthe “Restricted Period”), the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with any business activities related to the Company or any of its subsidiaries or affiliates or Business (as defined below) in any other material business in which the Company basins, counties or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have plannedparishes (including De Xxxx, on or prior to such dateNatchitoches, to be engaged in on or after such dateRed River, in any locale Sabine and Xxxxxxx parishes) of any country in which the Company conducts businessthe Business. Notwithstanding the foregoing, nothing herein shall prohibit prohibits the Executive 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 in competition with the Company or any of its subsidiaries or affiliatessubsidiaries, so long as the Executive has no active participation in the business of such corporation. Notwithstanding anything contained in the this Agreement or any agreement to which the Executive is a party or by which the Executive may be bound, this Section 10(b) will be limited to comply with Rule 5.06(a) of the Texas Disciplinary Rules of Professional Conduct or other similar applicable law or ethical or professional rules or restrictions. For purposes of this agreement, “Business” means the business related to oil and gas exploration and development.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Executive Employee 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 and its affiliates, (iii) in the course of the ExecutiveEmployee’s employment by a competitorCompetitive Business, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee 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 Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twelve (112) year thereaftermonths following a termination of the Employee’s employment for any reason other than a termination of employment by the Company (x) other than for Cause, (y) by the Employee for Good Reason or (z) as a result of the Company’s non-extension of the Employment Term as provided in Section 1 hereof, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with a Competitive Business in the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessUnited States. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one two percent (12%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesCompetitive Business, so long as the Executive Employee has no active participation in the business of such corporation. For purposes hereof, the term “Competitive Business” shall mean any business involved in the net leased real estate investment industry and the term “Employee’s Termination” shall mean the date the Employee ceases to be employed by the Company for whatever reason, whether voluntarily or involuntarily.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services in violation of this provision to a competing business will result in irreparable harm to the Company, (ii) the Executive Employee 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 Employee has had and will continue to have access to these customers, and (viv) the Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one six (16) year thereaftermonths thereafter (the “Noncompete Period”), the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessbusiness or otherwise engage in conduct that interferes or conflicts with the Employee’s duties to the Company or creates a potential business or fiduciary conflict; provided, that if the Employee’s termination (for any reason other than for Cause) occurs following the 18-month anniversary hereof (including upon expiration of the Employment Term), the Noncompete Period shall end simultaneously upon such termination unless the Company pays the Employee a lump sum of $1,000,000 within 20 days following such termination. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one three percent (13%) of the equity securities or public debt of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesaffiliates or through a private equity, venture capital or other commingled fund, so long as the Executive Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 8(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Executive Employee 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 ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, (v) the Executive Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one (1) year thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have plannedthe Company’s board has considered, on or prior to such date, to be have the Company or any of its subsidiaries or affiliates become engaged in on or after such date, in Oklahoma and the Texas Panhandle, and any locale of any country basin or area in which the Company’s Board has actively considered having the Company conducts businessoperate during the Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 11(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Executive Employee 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 and its affiliates, (iii) in the course of the ExecutiveEmployee’s employment by a competitorCompetitive Business, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee 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 Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twenty-four (124) year thereaftermonths following (x) a termination of the Employee other than for Cause (y) a termination by the Employee for Good Reason or (z) termination of the Employee’s employment as a result of the Company’s non-extension of the Employment Term as provided in Section 1 hereof (each a “Qualifying Termination”), the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with a Competitive Business in the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businessUnited States. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one two percent (12%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesCompetitive Business, so long as the Executive Employee has no active participation in the business of such corporation.. For purposes hereof, the term “Competitive Business” shall mean any net leased real estate LA\3177966.6

Noncompetition. THIS SECTION 9(A) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THE AGREEMENT DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive acknowledges that (i) in the Executive performs services course of a unique nature for his employment with the Company that are irreplaceableand its Affiliates and their predecessors, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Executive he has had and will continue to have access to Confidential Information whichbecome familiar with the trade secrets of, if disclosedand other confidential information concerning, 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 Affiliates, that the Executive's services will be of special, unique and the Executive has had and will continue extraordinary value to have access to these customers, (v) the Executive has received and will receive specialized training from the Company and its affiliates, Affiliates and (vi) that the Executive has generated Company's ability to accomplish its purposes and will continue to generate goodwill for the Company successfully pursue its business plan and its affiliates compete in the course marketplace depends substantially on the skills and expertise of the Executive’s employment. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Executive’s employment hereunder Employment Period and for a period of one twelve months following the Executive's termination of employment with the Company for any reason other than a termination of employment in which Section 8(d) hereof applies (1in which case the restrictions set forth in Section 9 of this Agreement shall not apply) year thereafter(the "Restricted Period"), the Executive agrees that the Executive will not, he shall not directly or indirectly, indirectly own, manage, operate, control, be employed by (whether as an employeeparticipate in, consultantconsult with, independent contractor or otherwise, and whether or not for compensation) or render services to for, or in any person, firm, corporation or other entity, manner engage in whatever form, engaged in competition any business competing with the businesses of the Company or any of its subsidiaries or affiliates or Affiliates, in any other material business in which country where the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company Affiliates conducts business. Notwithstanding the foregoing; provided, nothing herein shall prohibit the Executive from being a however, that passive owner of not investments amounting to no more than one three percent (1%) of the voting equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporationshall not be prohibited hereby.

Noncompetition. The Executive acknowledges (a) As an inducement to cause Buyer to enter into this Agreement, Seller agrees that during the 36-month period commencing on the Closing Date (i) the Executive performs services of a unique nature for the Company that are irreplaceable“Restricted Period”), 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 neither Seller nor 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will notSubsidiaries shall engage, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to in any person, firm, corporation or other entity, in whatever form, engaged in competition business that competes with the Company Business anywhere in the world as it exists on the Closing Date (a “Competing Business”); provided that nothing herein shall prohibit (x) the acquisition by Seller or any of its subsidiaries or affiliates or in Affiliates of a diversified business having not more than 20% of its sales (based on its latest annual financial statements) attributable to any other material business in which Competing Business, (y) the Company acquisition by Seller or any of its subsidiaries Affiliates of a diversified business having more than 20% of its sales (based on its latest annual financial statements) attributable to any Competing Business; provided that Seller shall use its reasonable best efforts to divest such Competing Business or affiliates is engaged on a portion thereof so that the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of Competing Business represents not more than one percent 20% of such diversified business’s sales (1%based on its latest annual financial statements), within 12 months following consummation of such acquisition or (z) the acquisition, holding of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company investments or direct or indirect ownership by Seller or any of its subsidiaries Affiliates of any voting stock, capital stock or affiliatesother equity interest of any Person engaged in a Competing Business, so long as such ownership interest represents not more than 20% of the Executive has no active participation in the business aggregate voting power or outstanding capital stock or other equity interests of such corporationPerson. For the avoidance of doubt and notwithstanding the foregoing, (A) the design, manufacture, sale and/or servicing of any products sold or in production in a line of business other than the Business (as conducted, or as contemplated to be conducted, on the Closing Date) by Seller or any of its Affiliates shall not be considered a Competing Business and (B) the foregoing shall not, in any way, limit or effect Seller’s ability to operate a Deferred Business in accordance with the terms of this Agreement or perform its obligations under the Transition Services Agreement.

Noncompetition. The Executive acknowledges that (i) the Executive performs services of a unique an important nature for the Company that are irreplaceableand any of its subsidiaries and controlled affiliates, and that the Executive’s performance of such services to a competing business will may result in irreparable harm to the CompanyCompany and its subsidiaries and controlled affiliates, (ii) Executive is a member of the executive and management personnel of the Company and its subsidiaries and controlled affiliates, (iii) Executive has had and will continue to have access to Confidential Information (as defined below) and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its subsidiaries and controlled affiliates, (iiiiv) in the course of the Executive’s employment by a competitor, the Executive would inevitably could use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its subsidiaries and controlled 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 has generated and will continue to generate goodwill for the Company and its subsidiaries and controlled affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder Employment Term and for a 12 months following the Termination Date, or during such longer period of one (1not to exceed 18 months) year thereafterthat Executive is receiving severance benefits under the Severance Plan or Section 6(c) above, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, a Competing Business in any locale of any country in which the Company conducts or its subsidiaries and controlled affiliates conduct business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than four and ninety nine one hundredths percent (14.99%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or and controlled affiliates, so long as the Executive has no active participation in the business of such corporation. For purposes of this Agreement, the term “Competing Business” shall mean (x) any business that (A) is engaged primarily in the design and/or delivery of customized software solutions to third party customers and/or (B) is engaged primarily in the provision of information technology consulting services to third party customers (that, is in each case, is competitive with the Company or its Subsidiaries), and/or (y) for the avoidance of doubt, any of the following (including any Affiliates thereof, any successor entities thereto and any businesses or divisions divested therefrom): Accenture PLC*, Aricent Inc., Boston Consulting Group*, Deloitte & Touche LLP*, Ciklum ApS, CapGemini SE, CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Elephant Ventures, LLC, EPAM Systems, Inc., Equal Experts Inc., Globant LLC, HCL Technologies Limited, Hexaware Technologies Limited, International Business Machines Corp., Infosys Limited, iSoftStone Holdings Limited, KPMG US LLP*, McKinsey & Company*, Mindtree Limited, NearForm Ltd, Ness Technologies Inc., Persistent Systems Ltd., Perficient, Inc., PricewaterhouseCoopers LLP*, Sapient Corporation, SoftServe, Inc., Symphony Teleca Corporation, Tech Mahindra Limited, RazorFish, LLC, Three Pillar Global, Inc., VanceInfo Technologies Inc., Wipro Limited, Xebia Nederland B.V.1 For the avoidance of doubt, Competing Business shall not include software product companies that offer customized solutions for such products and are not competitive with the Company or its Subsidiaries with respect to provision of information technology services to third party customers. As used herein, “competitive with the Company or its Subsidiaries” means the provision of the same or similar solutions or services of the Company or its Subsidiaries.

Noncompetition. The Executive Employee 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 Employee 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 and its affiliates, (iiiii) in the course of the ExecutiveEmployee’s employment by a competitorCompetitive Business, the Executive Employee would inevitably use or disclose such Confidential Information, (iviii) the Company and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, and (viv) the Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twelve (112) year thereaftermonths following a termination of the Employee’s employment for any reason other than a Qualifying Termination, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged a Competitive Business on the date of termination or in which they the Company or its affiliates have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one two percent (12%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesCompetitive Business, so long as the Executive Employee has no active participation in the business of such corporation. For purposes hereof, the term “Competitive Business” shall mean any business involved in the triple net real estate investment trust industry.

Noncompetition. The Executive acknowledges that (i) the Executive performs services of a unique an important nature for the Company that are irreplaceableand any of its subsidiaries and controlled affiliates, and that the Executive’s performance of such services to a competing business will may result in irreparable harm to the CompanyCompany and its subsidiaries and controlled affiliates, (ii) Executive is a member of the executive and management personnel of the Company and its subsidiaries and controlled affiliates, (iii) Executive has had and will continue to have access to Confidential Information (as defined below) and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its subsidiaries and controlled affiliates, (iiiiv) in the course of the Executive’s employment by a competitor, the Executive would inevitably could use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its subsidiaries and controlled 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 has generated and will continue to generate goodwill for the Company and its subsidiaries and controlled affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder Employment Term and for a 12 months following the Termination Date, or during such longer period of one (1not to exceed 18 months) year thereafterthat Executive is receiving severance benefits under the Severance Plan or Section 6(c) above, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, a Competing Business in any locale of any country in which the Company conducts or its subsidiaries and controlled affiliates conduct business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than four and ninety nine one hundredths percent (14.99%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or and controlled affiliates, so long as the Executive has no active participation in the business of such corporation. For purposes of this Agreement, the term “Competing Business” shall mean (x) any business that (A) is engaged primarily in the design and/or delivery of customized software solutions to third party customers and/or (B) is engaged primarily in the provision of information technology consulting services to third party customers (that, in each case, is competitive with the Company or its Subsidiaries), and/or (y) for the avoidance of doubt, any of the following (including any Affiliates thereof, any successor entities thereto and any businesses or divisions divested therefrom): Accenture PLC*, Aricent Inc., Boston Consulting Group*, Deloitte & Touche LLP*, Ciklum ApS, CapGemini SE, CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Elephant Ventures, LLC, EPAM Systems, Inc., Equal Experts Inc., Globant LLC, HCL Technologies Limited, Hexaware Technologies Limited, International Business Machines Corp., Infosys Limited, iSoftStone Holdings Limited, KPMG US LLP*, McKinsey & Company*, Mindtree Limited, NearForm Ltd, Ness Technologies Inc., Persistent Systems Ltd., Perficient, Inc., PricewaterhouseCoopers LLP*, Sapient Corporation, SoftServe, Inc., Symphony Teleca Corporation, Tech Mahindra Limited, RazorFish, LLC, Three Pillar Global, Inc., VanceInfo Technologies Inc., Wipro Limited, Xebia Nederland B.V.1 For the avoidance of doubt, Competing Business shall not include software product companies that offer customized solutions for such products and are not competitive with the Company or its Subsidiaries with respect to provision of information technology services to third party customers. As used herein, “competitive with the Company or its Subsidiaries” means the provision of the same or similar solutions or services of the Company or its Subsidiaries.

Noncompetition. The Executive acknowledges that From and after the Effective Date and continuing for the longer of (i) 12 months following the Executive performs services expiration or termination 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, this Agreement or (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 remainder of the Executive’s employment by a competitorTerm of this Agreement, Executive shall not without 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course prior written consent of the Executive’s employment. AccordinglyBoard (w) become employed by, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will notor undertake to work for, directly or indirectly, own, manage, operate, control, be employed by (whether as an advisor, principal, agent, partner, officer, director, employee, consultantshareholder, independent contractor associate, or otherwiseconsultant of or to, and whether any person, partnership, corporation, or not for compensation) other business entity which is a Major Competitor of Employer in the business of offering, promoting, or render services syndicating to any person, firmincluding developers, corporation investors, or other entityproject sponsors, in whatever formlow income housing tax credits under Section 42 of the Internal Revenue Code or the business of offering, engaged in competition with promoting, or providing financing for multifamily properties to any person, including the Company developers, sponsors, and owners of such properties, (x) solicit any employee of Employer to change employment, (y) solicit for the purpose of offering, providing, or syndicating low-income housing tax credits or offering or providing multifamily debt financing, any client, customer, or investor of Employer or any of its subsidiaries or affiliates or that closed (in any other material business in which the Company capacity) a tax credit or debt financing transaction with Employer or any of its subsidiaries during the thirty-six (36) months preceding Executive's termination, or affiliates is engaged on (z) disclose proprietary or confidential information of the date Employer or its subsidiaries, including without limitation, tax, deal structuring, pricing, customer, client, revenue, expense, or other similar information; provided, however, if Employer terminates Executive without cause under Section 6(a)(i) of termination this Agreement, or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent resigns for good reason under Section 6(b), clause (1%2) of this paragraph (a) shall not apply. As used herein "Major Competitor" shall mean Charter Mac and its Affiliates, GMAC and its Affiliates, and any other person or entity whose primary business lines include providing multifamily debt financing or low-income housing tax credit equity to the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesdevelopers, so long as the Executive has no active participation in the business sponsors and owners of such corporationproperties, unless the net worth of such person or entity (if privately held) or the market capitalization of such company (if publicly held) is less than $200 Million.

Noncompetition. The In consideration for the Signing Bonus referenced above in Section 6(d), Executive acknowledges that (i) the Executive performs services of a unique nature for the Company Cue that are irreplaceable, and that the Executive’s performance of such services to a competing business will shall result in irreparable harm to the CompanyCue, (ii) Executive is a member of the management personnel of Cue, (iii) Executive has had and will continue to have access to Confidential Information and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesCue, (iiiiv) in the course of the Executive’s employment by a competitor, the Executive would inevitably use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its affiliates have Cue has substantial relationships with their its customers and the Executive has had and will continue to have access to these customers, (vvi) the Executive has received and will receive specialized experience and training from the Company and its affiliates, Cue and (vivii) the Executive has generated and will continue to generate goodwill for the Company and its affiliates Cue in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder with Cue or its Affiliates and for a period of one 12 months thereafter except in the case of (1i) year thereafterExecutive’s termination by the Company without Cause, (ii) the Company’s non-renewal of Executive’s employment agreement or (iii) Executive’s inclusion in a Company reduction in force or layoff, in which case this Section 10(b) shall not apply, Executive agrees that the Executive will shall not, directly or indirectly, own, manage, operate, control, be employed by or render services to (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) , in each case in the capacity or render any substantially similar capacity that Executive rendered services to Cue or its Affiliates) any person, firm, corporation person or other entity, in whatever form, engaged in competition that is substantially similar to or competes with the Company or any of its subsidiaries or affiliates or Business (as defined below) in any other material business jurisdiction in which Executive performed services or had a material presence or influence on behalf of the Company or any Company. For purposes of its subsidiaries or affiliates is engaged on this Agreement, “Business” means the date development of termination or in which they have planned, on or prior drug candidates utilizing Fc-fusion proteins that incorporate peptide-HLA complexes along with different activating and/or inhibitory signals to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businesstarget antigen-specific T cells. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from (x) being a passive owner of not more than one percent (1%) % of the equity securities shares of a publicly publicly-traded corporation engaged in a business the Business or (y) becoming employed by or rendering services to (as an independent contractor, consultant or otherwise) an entity that is engages in competition with the Company or any of its subsidiaries or affiliates, so Business as long as the Executive has no active participation direct involvement in the business unit or division of such corporationentity that engages in the Business and the revenues such entity receives from the Business represent in the aggregate less than 10% of the revenue of such entity.

Noncompetition. The Executive Employee acknowledges that that: (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the Company, ; (ii) the Executive Employee 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 ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, ; (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, ; (v) the Executive Employee has received and will receive specialized training from the Company and its affiliates, ; and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one (1) year 12 months thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have plannedplanned (that has been approved by the Board of Directors), on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 9(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit with which he is employed does not engage in a business in competition with the Company or any of its subsidiaries or affiliates.

Noncompetition. The Executive Employee acknowledges that (i) the Executive performs Employee has performed valuable services of a unique nature for the Company that are irreplaceableand will perform valuable services for the Company, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Executive Employee 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 ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, and (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 has generated and will continue Employee is expected to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder or service with the Company (including any such period after the Employment Term) and for a period of one twelve (112) year months thereafter, regardless of the Executive reason for the termination of such employment or service and whether such termination is at the Employee’s or the Company’s initiative, the Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates Business, anywhere in the United States or in any other material business locale in which the Company or any of its subsidiaries or affiliates is engaged on in the date of termination Business or in which they have has actively planned, on or prior to such datethe termination of the Employment Term, to be engaged in on or after such date, in any locale of any country in which date (the Company conducts business“Restricted Territory”). Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliatesCompany, so long as the Executive Employee has no active participation in the business of such corporation. For purposes hereof, the meaning of the term “Business” means any business in which the Company is engaged in during the Employment Term (or has actively planned to engage in) at the time of the termination of the Employee’s employment. Employee explicitly acknowledges and agrees that as of the Effective Date the Business includes marketing, distributing, selling and installing photovoltaic solar energy generation products and related products and services.

Noncompetition. The Executive acknowledges that (i) During the Executive performs services term 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 my employment 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) consulting relationship with the Company and its affiliates have substantial relationships for eighteen months following the termination of my relationship 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 affiliatesfor any reason, and (vi) the Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive I will not, directly or indirectly, ownmanage, manageengage in, operate, control, be employed by (whether as an employeework for, consultantconsult with, independent contractor or otherwise, and whether or not for compensation) or render services to or maintain any personinterest in, firmor participate in the ownership, corporation management, operation or other entitycontrol of, any Competitive Business. For purposes of this Agreement, “Competitive Business” means any person or entity which is engaged, or is preparing to engage, in whatever formthe discovery, engaged development or commercialization of biopharmaceuticals for prevention of migraines (“Migraine Products”) anywhere in competition with the Company Restricted Territory, including, by way of example and without limitation, Amgen, Novartis, Teva and Xxx Xxxxx. For purposes of this Agreement, “Restricted Territory” means the United States, Europe or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company, during my employment, discovers, develops or commercializes, or has plans to discover, develop or commercialize, Migraine Products, it being understood that, as of the date of this Agreement, the Company conducts businesshas current plans to commercialize Migraine Products throughout the United States and Europe. Notwithstanding the foregoing, nothing herein in this Section 10 shall prohibit me from (a) working for, consulting with, or rendering services to, a Competitive Business that does not primarily engage in the Executive discovery, development or commercialization of Migraine Products and which engages in other lines of business that are separate, distinct and divisible from being Migraine Products; provided, however, that I must not (i) serve as a passive owner director or officer of the Competitive Business, (ii) have any role in or oversight of its Migraine Products business, or provide any services, Proprietary Information or advice with respect to Migraine Products, and/or (iii) attend meetings where Migraine Products are discussed; or (b) owning or investing in publicly traded securities, so long as my aggregate holdings do not more than exceed one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation outstanding interest in the business of such corporationapplicable issuer.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Executive Employee 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 and its affiliates, (iii) in the course of the ExecutiveEmployee’s employment by a competitorCompetitive Business, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee 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 Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twelve (112) year thereaftermonths following a termination of the Employee’s employment for any reason other than a termination of employment by the Company (x) other than for Cause, (y) by the Employee for Good Reason or (z) as a result of the Company’s non-extension of the Employment Term as provided in Section 1 hereof, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporation.whatever

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Executive Employee 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 ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, (v) the Executive Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twelve (112) year months thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in (i) competition with the Company or any of its subsidiaries or affiliates in the United States or in (ii) any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination Termination Date or in which they have planned, on or prior to such date, date to be engaged in on or after such date, date (by formal presentation of such planned business to the Board and the Board having not rejected such planned business) in any locale of any country in which the Company conducts businessUnited States. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one two percent (12%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive Employee has no active participation in the business of such corporation.

Noncompetition. The Executive Employee acknowledges that (i) the Executive Employee performs services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the CompanyCompany and Holdco, (ii) the Executive Employee 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 Company, Holdco and their respective affiliates, (iii) in the course of the ExecutiveEmployee’s employment by a competitorCompetitive Business, the Executive Employee would inevitably use or disclose such Confidential Information, (iv) the Company Company, Holdco and its their respective affiliates have substantial relationships with their customers and the Executive Employee has had and will continue to have access to these customers, and (v) the Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Executive Employee has generated and will continue to generate goodwill for the Company Company, Holdco and its their respective affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the ExecutiveEmployee’s employment hereunder and for a period of one twelve (112) year months thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other material business in which the Company or any of its subsidiaries or affiliates is engaged a Competitive Business on the date of termination or in which they the Company or Holdco or their respective affiliates have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company or Holdco conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive Employee from being a passive owner of not more than one two percent (12%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliatesCompetitive Business, so long as the Executive Employee has no active participation in the business of such corporation. For purposes hereof, the term “Competitive Business” shall mean any business involved in the triple net real estate investment trust industry within the United States of America.

Noncompetition. The Executive Employee acknowledges that (i) the Executive performs Employee will perform services of a unique nature for the Company that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany and its affiliates, (ii) the Executive has had and Employee 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 ExecutiveEmployee’s employment by a competitor, the Executive Employee would inevitably use or disclose such Confidential Information, and (iv) the Company and its affiliates have substantial relationships with their customers and the Executive has had and Employee 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the ExecutiveEmployee’s employment. Accordingly, during the Executive’s employment hereunder Employment Term and for a period of one thirty-six (136) year thereaftermonths after the termination of the Employment Term (the “Restricted Period”), the Executive agrees that the Executive employee will not, directly or indirectly, ownindividually or on behalf of or in association with any other person or entity, manageengage in (or undertake any planning to engage in), operate, control, be employed by (whether as an officer, director, employee, independent contractor, advisor, sales representative, consultant, independent contractor shareholder, owner, partner, manager or otherwisein any other capacity, and whether engage in any Business or not for compensation) any other business or render services to any person, firm, corporation or other entity, in whatever form, engaged activity that is in competition with the Company or any of its subsidiaries or affiliates or the Business or that is substantially similar to the Business anywhere in the world including any state, county, province or other material business locale in in which the Company or any of its affiliates engages in the business as of the date of termination of the Employment Term, or in any other jurisdiction in which the Company or any of its affiliates engage in the Business as of the date of termination of the Employment Term or in which they have planned, on or prior to such date, to operate on or after such date. The restrictions set forth in this Section 10(b) shall not be construed to preclude the Employee from making an investment in the Company, or in the securities of any business enterprise to the extent that such securities are actively traded on a national securities exchange or in the over‑the‑counter market in the United States or on any foreign securities exchange; but only if such investment is passive and does not exceed two percent (2%) of the outstanding voting securities of such enterprise. “Business” means each business in which any of the Company or any of its subsidiaries or affiliates is engaged on the date of termination of the Employment Term or in which they have planned, on or prior to such date, to be engaged in within twelve (12) months on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoingincluding, nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliateswithout limitation, so long as the Executive has no active participation in the business of such corporationmanufacturing, marketing, selling and/or distributing pre-packaged, freeze-dried foods for human consumption (including, without limitation, snacks, smoothies, soups and/or whole meal replacements containing fruits, vegetables, proteins and the like) direct to consumer or via any wholesaler or retailer.

Noncompetition. The Executive Employee acknowledges that during the course of Employee’s affiliation with the Company Group (i) the Executive Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the ExecutiveEmployee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Executive Employee has had and will continue to have access to Confidential Information trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesGroup, (iii) in the course of the ExecutiveEmployee’s employment or affiliation by a competitor, the Executive Employee would inevitably use or disclose such Confidential Informationtrade secrets and confidential information, (iv) the Company and its affiliates have Group has substantial relationships with their customers customers, strategic partners, the health insurance providers with whom they enter into agreements, patients and patient referral sources (including, but not limited to any health care professional, consultant and any similar type referral sources, collectively, the Executive “Referral Sources”) and Employee has had and will continue to have access to these customerscustomers and Referral Sources, (v) the Executive has received and Employee will receive specialized training from the Company and its affiliatesGroup, and (vi) the Executive has generated and will continue to generate goodwill for Employee is acquiring an equity interest in the Company and its affiliates in the course of the Executive’s employmentconnection with his/her entering into this Agreement. Accordingly, during the ExecutiveEmployee’s employment hereunder with the Company Group and for a period of one twelve (112) year months thereafter, the Executive Employee agrees that the Executive Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any personCompetitive Opportunity in any county in the United States that the Company Group where the Company is operating, firm, corporation or has a pending letter of intent or other entity, in whatever form, engaged in competition with the Company or similar agreement to commence operations. A “Competitive Opportunity” means any of its subsidiaries or affiliates or in any other material business in which the Company primary purpose is to engage in primary care medicine or any the creation and maintenance of its subsidiaries an integrated healthcare network of providers which ‎receives or affiliates is engaged on the date of termination or in which they have planned, on or prior intended to such date, to be engaged in on or after such datereceive a substantial portion (i.e., in any locale excess of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (125%) of the equity securities its revenue ‎through at-risk Medicare Advantage reimbursements or percentage of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporationpremium payments.

Noncompetition. The In consideration for the Option referenced above in Section 5, Executive acknowledges that (i) the Executive performs services of a unique nature for the Company Cue that are irreplaceable, and that the Executive’s performance of such services to a competing business will shall result in irreparable harm to the CompanyCue, (ii) Executive is a member of the management personnel of Cue, (iii) Executive has had and will continue to have access to Confidential Information and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesCue, (iiiiv) in the course of the Executive’s employment by a competitor, the Executive would inevitably use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its affiliates have Cue has substantial relationships with their its customers and the Executive has had and will continue to have access to these customers, (vvi) the Executive has received and will receive specialized experience and training from the Company and its affiliates, Cue and (vivii) the Executive has generated and will continue to generate goodwill for the Company and its affiliates Cue in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder with Cue or its Affiliates and for a period of one 12 months thereafter except in the case of (1i) year thereafterExecutive’s termination by the Company without Cause or (ii) Executive’s inclusion in a Company reduction in force or layoff, the in which case this Section 10(b) shall not apply, Executive agrees that the Executive will shall not, directly or indirectly, own, manage, operate, control, be employed by or render services to (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) , in each case in the capacity or render any substantially similar capacity that Executive rendered services to Cue or its Affiliates) any person, firm, corporation person or other entity, in whatever form, engaged in competition that is substantially similar to or competes with the Company or any of its subsidiaries or affiliates or Business (as defined below) in any other material business jurisdiction in which Executive performed services or had a material presence or influence on behalf of the Company or any Company. For purposes of its subsidiaries or affiliates is engaged on this Agreement, “Business” means the date development of termination or in which they have planned, on or prior drug candidates utilizing Fc-fusion proteins that incorporate peptide-HLA complexes along with different activating and/or inhibitory signals to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts businesstarget antigen-specific T cells. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from (x) being a passive owner of not more than one percent (1%) % of the equity securities shares of a publicly publicly-traded corporation engaged in a business the Business or (y) becoming employed by or rendering services to (as an independent contractor, consultant or otherwise) an entity that is engages in competition with the Company or any of its subsidiaries or affiliates, so Business as long as the Executive has no active participation direct involvement in the business unit or division of such corporationentity that engages in the Business and the revenues such entity receives from the Business represent in the aggregate less than 10% of the revenue of such entity.

Noncompetition. 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 confidential information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesSubsidiaries (for purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries), (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 Subsidiaries have substantial relationships with their customers customers, and the Executive has had and will continue to have access to these customerscustomers during the Employment Period, (v) the Executive has received and will receive specialized training from the Company and its affiliates, and (viiv) the Executive has generated and will continue to generate goodwill for the Company and its affiliates Subsidiaries in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one two (12) year years thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, materially engaged in competition with the Company competitive business of selling or any of its subsidiaries distributing the following products manufactured by third parties (x) printing and specialty papers, (y) packaging supplies and equipment, or affiliates (z) as it relates to printing and specialty papers, industrial and commercial maintenance supplies or in any other material business in which graphic imaging supplies and equipment (collectively, the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date“Restricted Business”), in any locale of any country in which the Company conducts such business. Notwithstanding the foregoing, nothing the Company agrees that customers and suppliers of the Company are not deemed to be competitive with the Company merely based upon such status. The Company also agrees that the Executive is not otherwise restricted by the foregoing after the Employment Term to the extent that the Restricted Business is incidental to the business engaged in by such firm, corporation or entity (e..g., Amazon) and the Executive is not directly involved in the Restricted Business of such firm, corporation, or entity. Nothing herein shall prohibit the Executive 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 in competition with the Company or any of its subsidiaries or affiliatesSubsidiaries, so long as the Executive has no active participation in the business of such corporation.

Noncompetition. THIS SECTION 10(a) WILL HAVE NO FORCE OR EFFECT, AND WILL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Executive acknowledges that (i) the Executive performs services his initial and principal place of a unique nature for the Company that are irreplaceableemployment is Austin, Texas, and therefore, this section 10 (a) is in force and effect on the Effective Date. The Executive further acknowledges 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) with the Company and its affiliates have substantial relationships with Affiliates and their customers and predecessors, the Executive has had and will continue to have access to these customersbecome familiar with the trade secrets of, (v) the Executive has received and will receive specialized training from other confidential information concerning, the Company and its affiliatesAffiliates and their predecessors, that the Executive’s services will be of special, unique and (vi) the Executive has generated and will continue extraordinary value to generate goodwill for the Company and its affiliates Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the course marketplace depends substantially on the skills and expertise of the Executive’s employment. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Executive’s employment hereunder Employment Period and for a period of one twelve months following the termination of the Employment Period for any reason (1) year thereafterthe “Restricted Period”), the Executive agrees that the Executive will not, not directly or indirectly, indirectly own, manage, operate, control, be employed by (whether as an employeeparticipate in, consultantconsult with, independent contractor or otherwise, and whether or not for compensation) or render services to for, or in any person, firm, corporation or other entity, manner engage in whatever form, engaged in competition any business competing with the businesses of the Company or any of its subsidiaries or affiliates or Affiliates, in any other material business in which country where the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company Affiliates conducts business. Notwithstanding the foregoing; provided, nothing herein shall prohibit the Executive from being a however, that passive owner of not investments amounting to no more than one three percent (1%) of the voting equity securities of a publicly traded corporation engaged business and the Executive’s other current positions and activities described in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporationSection 3 will not be prohibited hereby.

Noncompetition. The Executive acknowledges that (ia) During the Executive performs services of a unique nature for the Company that are irreplaceableNoncompetition Period, 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 has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will notno Founder will, directly or indirectly, ownor as a stockholder, managepartner, operatemember, controlmanager, be employed by employee, consultant or other owner or participant in any Person, other than the Surviving Corporation, (i) engage in or assist any other Person to engage in any Covered Business or provide services (whether as an employee, consultantcontractor, independent contractor agent or otherwise, and whether or not for compensation) or render assist any other Person to provide services to a Covered Entity anywhere in the Covered Area, (ii) solicit or endeavor to entice away from the Surviving Corporation, or offer employment or a consulting position to, hire or otherwise interfere with the business relationship of the Surviving Corporation with, any personPerson who is, firmor was within the one-year period prior thereto, corporation an employee of or consultant to the Surviving Corporation, or (iii) solicit or endeavor to entice away from the Surviving Corporation, endeavor to reduce the business conducted with the Surviving Corporation by, or otherwise interfere with the business relationship of the Surviving Corporation with, any Person who is, or was within the one-year period prior thereto, a customer or client of, supplier, vendor or service provider to, or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates or in any other Person having material business in which relations with, the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have plannedSurviving Corporation; provided, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoinghowever, nothing herein shall prohibit the Executive preclude any Founder from being (i) performing his duties as an employee or consultant of Surviving Corporation or as a passive owner of not more than one percent (1%) director for any business set forth on Schedule 4.7 of the Company Disclosure Schedule to the extent the scope of the duties or the nature of the business conducted by such entity or its Affiliates does not materially change from that conducted as of the date hereof, or (ii) owning, directly or indirectly, (A) equity securities interests in any business set forth on Schedule 4.7 of the Company Disclosure Schedule provided the extent the nature of the business conducted by such entity or its Affiliates does not materially change from that conducted as of the date hereof, or (B) in the aggregate less than 3% of any business (other than Covered Entity), whether or not such business constitutes a publicly traded corporation engaged in a business Covered Business, that is in competition with subject to the Company reporting obligations of the Securities Exchange Act of 1934, as amended, provided that such investment is passive and Founder does not provide services or any of advice to such entity or its subsidiaries or affiliates, so long as the Executive has no active participation in the business of such corporationAffiliates.