Common use of Noncompetition Clause in Contracts

Noncompetition. (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the The Executive agrees that, during that he will not engage in Competition (Aas defined below) his/her period of employment with while he is employed by the Company, and (B) in . In the event that the Executive resigns or Executive's engages in Competition within the three-year period immediately following the termination of his employment is terminated by with the Company for any reason, during the period which the Company is paying the Executive severance compensation (which i) his Initial Option shall be at a rate immediately forfeited to the extent not previously exercised and an amount equal (ii) he shall forfeit (or, in the case of prior payment to the Executive's salary , shall repay together with interest at the Applicable Federal Rate, determined in accordance with Section 1274(d) of the Internal Revenue Code or any successor provision thereto) a pro rata portion of the severance payment provided for in Section 5(c)(i). Such pro rata portion shall be based upon (x) the number of days remaining between the first day on which the Executive engages in Competition and health and other insurance benefits received the third anniversary of his last day of employment by the Company, divided by (y) 1095. The Company's sole remedy for the breach of this Section following his termination of employment shall be as set forth in the preceding two sentences. The Executive immediately prior shall be deemed to the Termination Date), such period not to exceed one year (the be engaging in "Noncompete Period"), Competition" if he shall not directly or indirectly ownindirectly, manageowns, controlmanages, participate inoperates, consult controls or participates in the ownership, management, operation or control of or is connected as an officer, employee, partner, director, consultant or otherwise with, render services for, or in has any manner engage financial interest in, any business competing directly or indirectly with engaged in the financial services business as now or hereafter conducted by the Company or (a "Competing Business") in any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area state in which the Company or any its subsidiaries or affiliates now or hereafter operate a commercial banking or other material financial services business which is a material part of such business and is in material competition with the business conducted by the Company at the time of the termination of his employment with the Company or its Subsidiaries engages subsidiaries or has definitive plans to engage in such business; providedaffiliates. Notwithstanding the foregoing sentence, that (x) the Executive shall not be precluded from purchasing deemed to be engaging in Competition under the circumstances described in the foregoing sentence if the Executive (i) does not own or holding publicly-traded securities of control the Competing Business, (ii) does not serve as a director or a consultant to the Competing Business, and (iii) does not have any management or operational responsibility for the Competing Business in any such entity so long as the Executive shall hold state. Ownership for personal investment purposes only of less than 2% of the outstanding units voting stock of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above publicly held corporation shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreementconstitute a violation hereof. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement 7.1 Competitive Activity. Executive shall be deemed to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) have engaged in the event that Executive resigns or Executive's employment is terminated by the Company for any reason"Competitive Activity" if, during the period which commencing on the Company is paying date hereof and ending on the Executive severance compensation (which shall be at a rate and an amount equal to second anniversary of the date Executive's salary and health and employment with Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other insurance benefits received person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with Investors or its subsidiaries in the line of business Executive is employed in by the Executive immediately prior to the Termination DateInvestors or its subsidiaries (as applicable), as such period not to exceed business is described in any employment or severance agreement then in effect between Executive and Investors or one year of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (the a "Noncompete PeriodCompeting Business"), he it being understood and agreed that Executive's activities shall not directly or indirectly ownsatisfy this clause (i) where Executive is employed by a person, managefirm, controlpartnership, participate in, consult with, render services forcorporation, or other entity engaged in any manner engage ina variety of activities, any business competing directly including the Competing Business, and Executive is not engaged in or indirectly with responsible for the business as now or hereafter conducted by the Company or any Competing Business of its Subsidiaries which are logical extensions such entity. Executive may also, without satisfying clause, (i) be a passive owner of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less more than 2% of the outstanding units publicly traded stock of any such class of securities and a Competing Business so long as Executive has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignationentity, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein except to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. extent permitted above; or (ii) During the Noncompete Period, the Executive shall not (A) directly or indirectly through another entity (i) induce entity, induces or attempt attempts to induce any employee of the Company or any of its Subsidiaries subsidiaries to leave the employ of the Company or any of its Subsidiariessubsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries subsidiaries and any employee thereof, (iiB) hire knowingly hires any person who was an employee of the Company or any of its Subsidiaries at any subsidiaries within 180 days prior to the time during such employee was hired by Executive's employment period except for such employees who have been terminated for at least six months , (C) induces or (iii) induce or attempt attempts to induce any customer, supplier, licensee, franchisor licensee or other business relation of the Company or any of its Subsidiaries subsidiaries to cease doing business with such member, the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor licensee or business relation, on relation and the one hand, and Company or any member subsidiary or (D) directly or indirectly acquires or attempts to acquire an interest in any business relating to the business of the Company or any of its Subsidiaries, on subsidiaries and with which the other hand. (iii) The provisions Company or any of this Section 5(a) shall survive any its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of this Agreementemployment with the Company. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. The Executive acknowledges that (i) As an inducement to the Executive performs services of a unique nature for the Company that are irreplaceable, and that the Executive’s performance of such services to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with a competing business will result in irreparable harm to the Company, and (Bii) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate has had and an amount equal will continue to the Executive's salary have access to Confidential Information which, if disclosed, would unfairly and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or inappropriately assist in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by competition against the Company or any of its Subsidiaries which are logical extensions affiliates, (iii) in the course of the Company's current businessExecutive’s employment by a competitor, within 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 metropolitan area 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 engages subsidiaries or has definitive plans affiliates is engaged on the date of termination or in which they have planned, on or prior to engage such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business; provided. Notwithstanding the foregoing, that (x) nothing herein shall prohibit the Executive shall from being a passive owner of not be precluded from purchasing or holding publicly-traded 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 such entity of its subsidiaries or affiliates, so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreementcorporation. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. The Employee acknowledges that (i) As an inducement to the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with a competing business will result in irreparable harm to the Company, (ii) the Employee has had and (B) will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by competition against the Company or any of its Subsidiaries which are logical extensions affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one year thereafter, the Employee agrees that the 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, perform 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, “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's current business, within including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any metropolitan area person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; providedaffiliates, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% Employee provides no 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 outstanding units Employee’s employment hereunder, as long as (a) the Board has been apprised of any the identity of, and the Employee’s role with, such class of securities and has no active participation in the business of such firm, corporation or other entity and (yb) the Company shall have notified Board has previously approved in writing the Executive of its agreement to provide Employee’s role with such severance compensation (1) firm, corporation or other entity, in the event case of resignation, within five days after the Termination Date, both (a) and (2) in the event of terminationb), on or before the Termination Date). Notwithstanding anything contained herein prior to the contraryEmployee’s termination of employment. In addition, the Executive's agreement set forth in clause (Bprovisions of this Section 10(b) above shall not apply be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of a business in competition with the Company or any of its Subsidiaries to leave affiliates so long as: (i) the employ of Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries affiliates; and any employee thereof, (ii) hire any person who was an employee the Employee informs such entity of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawin this Section 10.

Noncompetition. (i) As The Employee acknowledges that the Employer's business is intended to be nationwide, and agrees that any activity by the Employee anywhere in the United States within the scope of the Business would unfairly damage the Employer and the Business. Therefore, the Employee covenants and agrees that during the term of the Employee's employment hereunder and for a period ending two years after the Employee's employment with the Employer terminates, neither the Employee nor any of the Employee's Affiliates will engage, anywhere in the United States, directly or indirectly, as an inducement owner of a voting, equity or profits interest (or any option or right to acquire a voting, equity or profits interest), director, officer, employee, consultant, principal, agent, lender or guarantor of indebtedness or otherwise, in any activity relating to any business that is competitive with the Business or that is similar in any material respect to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during Business. (A) his/her period Notwithstanding the provisions of employment with Section 2.1(i), this Agreement will not be deemed to prohibit the CompanyEmployee or the Employee's Affiliates from "beneficially owning" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, and (Bas amended) equity securities of another Person engaged in the event that Executive resigns or Executive's employment is terminated an activity that, if engaged in by the Company for any reasonEmployee or the Employee's Affiliates, during the period which the Company is paying the Executive severance compensation (which shall would be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received prohibited by the Executive immediately prior to the Termination DateSection 2.1(i), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less equity securities so owned by the Employee and the Employee's Affiliates (including any such equity securities owned by any "associate" of the Employee and the Employee's Affiliates within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934, as amended) are of a class of equity security registered under the Securities Exchange Act of 1934, as amended, and do not represent, in the aggregate, more than 2% of the voting power of all outstanding units equity securities of, or more than 2% of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contraryprofits interest in, the Executiveissuer thereof so long as neither the Employee nor the Employee's agreement set forth in clause Affiliates has any other involvement with such other Person. (B) above Notwithstanding the provisions of Section 2.1(i), this Agreement will not be deemed to prohibit any child of the Employee from being employed by any business that is competitive with the Business or that is similar in any material respect to the Business. Any child so employed shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt be subject to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handSection 2.3. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at Employee and the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold Employer intend that the durationcovenant contained in Section 3.1(i) be deemed to be a series of separate covenants made by the Employee, scope or area restrictions stated herein are unreasonable under circumstances then existing, one for each state of the parties hereto agree that United States and each identical to the maximum duration, scope or area reasonable under such circumstances shall be substituted for terms of the stated duration, scope or area and that such court shall be allowed to revise the restrictions covenant contained herein to cover the maximum period, scope and area permitted by lawin Section 2.1(i).

Noncompetition. (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the The Executive 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 (Ai) his/her period the services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of employment with the Companyservices that the Executive provided to the Company or the Affiliates, and (B) such services are to be provided with respect to any location in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying or an Affiliate had material operations during the Executive severance compensation twelve (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately 12) month period prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or with respect to any location in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by 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 trade secrets, Confidential Information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company and the Affiliates to which the Executive had 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 been provided by the Executive to Competitor if the Executive had material supervisory responsibilities with respect to the provision of such services. The term “Competitor” means any enterprise (including a person, firm, business, division, or other unit, whether or not incorporated) during any period in which a material portion of its Subsidiaries business is (and during any period in which are logical extensions of the Company's current business, within it intends to enter into business activities that would be) materially competitive in any metropolitan area way with any business in which the Company or any of its Subsidiaries engages or has definitive plans the Affiliates were engaged during the twelve (12) month period prior to engage the Executive’s Termination Date (including, without limitation, any business if the Company devoted material resources to entering in such business; providedbusiness during such twelve (12) month period), that but for purposes of clause (xc) above, the term “Competitor “ shall be limited to those businesses to which the Executive devoted more than an insignificant amount of time while employed by the Company. Notwithstanding the foregoing, the term “Competitor” shall not be precluded from purchasing 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 does not render any services to, or holding publicly-traded securities of any such entity so long as otherwise assist the Executive shall hold less than 2% portion of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) that competes with the Company shall have notified and its Affiliates. For the Executive avoidance of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrarydoubt, the Executive's agreement Company’s and Affiliates’ businesses shall include, without limitation, the lines of business set forth in clause (B) above the Company’s annual report on Form 10-K, provided that nothing in this sentence shall not apply in be construed to limit the event that the Termination Date occurs after the fifth anniversary type of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee business of the Company and the Affiliates or any the restrictions with respect to such businesses in the future. Any payments owed to Executive at time of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere separation as described herein shall be contingent upon Executive’s compliance with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's post-employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handnoncompetition provisions. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (a) During the Non-competition Period, the Sellers shall not, and shall cause each Seller Affiliate to not, (i) As an inducement engage in, continue in or carry on, directly or indirectly, any business which competes with the Business as conducted on the Closing Date anywhere throughout the world; or (ii) participate in the financing, operation, management or control of, or own any equity interest in, any enterprise, firm, partnership, corporation, entity or business that competes with the Business as conducted on the Closing Date anywhere throughout the world. (b) During the applicable Non-hire Period set forth in Section 13.04(g) below, and subject to the Company to enter into this Agreement terms and issue the Shares hereunderconditions of Section 12.03 above, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not neither Sellers nor their Affiliates will directly or indirectly ownemploy, manageengage, control, participate in, consult with, render contract for or solicit the services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities capacity of any Xxxxxxx Polymer Employee, Current Waxdale Employee, Tolling Employee or Non-U.S. Employee, unless Buyer has consented to such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date)relationship. Notwithstanding anything contained in Sections 13.04(a) or (b) above: (c) the restrictions contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in to the event that the Termination Date occurs after the fifth anniversary activities of the date Sellers (or either one of this them) and/or any of their Affiliates under the Toll Manufacturing Agreement, the Joint Development Agreement, the Supply Agreement, or any other agreements or arrangements entered into between Buyer and the Sellers (or either one of them), any of their respective Affiliates, and/or S.C. Xxxxxxx & Son, Inc. and its Affiliates; (d) each Seller and each Seller Affiliate may make and thereafter maintain a Non-controlling Investment in any business that competes with the Business; (e) the restrictions contained herein shall not apply to the activities of the Sellers (or either one of them), JohnsonDiversey and/or any of their Affiliates related to use or manufacture of polymers to be used in their respective floorcare businesses, including the use or manufacture of Differentiated Floorcare Polymers or any formulation containing a Differentiated Floorcare Polymer, and/or any activities with respect to Undifferentiated Floorcare Polymers pursuant to license arrangements, and, for the avoidance of doubt, the restrictions in Section 13.04(a) and (b) do not apply to S.C. Xxxxxxx & Son, Inc. and its Affiliates; (f) Section 13.04(b) shall not apply to any Non-U.S. Employee if such person’s employment was terminated by Buyer or one of its Affiliates; and (g) the Non-hire Period shall be equal to the applicable period, if any, identified below: (i) with respect to Xxxxxxx Polymer Employees, the Non-hire Period shall be equal to a period of eighteen (18) months commencing on the Closing Date. (ii) During the Noncompete Periodwith respect to Tolling Employees, the Executive Non-hire Period shall not directly or indirectly through another entity (i) induce or attempt be equal to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment a period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, commencing on the one hand, Closing and any member of ending eighteen (18) months after the Company or any of its Subsidiaries, on the other handTolling Employee’s Termination Date. (iii) The provisions with respect to Non-U.S. Employees, the Non-hire Period shall be equal to a period of this Section 5(aeighteen (18) shall survive any termination months commencing on the Closing Date. If the final judgment of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold determines that the covenant contained in this Section 13.04 is unenforceable because it is overbroad or unreasonable, whether as to geography, duration, scope of activities, or area restrictions stated herein are unreasonable under circumstances then existingotherwise, the parties hereto agree that such covenant shall be modified to permit enforcement to the maximum duration, scope or area reasonable extent permissible under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawapplicable Legal Requirements.

Noncompetition. (ia) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period Following Termination of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company Employment for any reasonreason other than for Cause or by reason of a voluntary termination by Employee pursuant to Section 4.2(b), during the period which from the Company is paying date of the Executive severance compensation (which shall be at a rate and an amount equal Termination of Employment to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions later of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% last day of the outstanding units of any such class of securities and has no active participation in Agreement Term or the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth first anniversary of the date of this Agreement. the Termination of Employment Employee shall not, directly or indirectly, (i) Compete in the United States, (ii) During the Noncompete Period, the Executive shall not directly solicit any officer or indirectly through another entity (i) induce or attempt to induce any employee of the Company Corporation or any of its Subsidiaries affiliates to leave engage in any conduct prohibited hereby for Employee or to terminate any existing relationship with the employ Corporation or such affiliate or (iii) assist any other person to engage in any activity in any manner prohibited hereby to Employee. Following Termination of Employment for Cause or by reason of a voluntary termination by Employee pursuant to Section 4.2(b), Employee shall not, directly or indirectly, engage in any of the Company or any of its Subsidiaries, or activities described in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof(i), (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with immediately preceding sentence during the relationship between any such customer, supplier, licensee, franchisor or business relation, on one-year period following the one hand, and any member date of the Company Termination of Employment. In any case where Employee is contemplating an activity described in Section 6.1(a)(i) above, other than an activity described in Section 1.7(ii) or any (iii) or an activity described in Section 1.7(i) as it relates to the secondary mortgage market, the Board, upon the request of Employee for a waiver, shall determine in good faith whether Employee’s engaging in the proposed activity would prejudice the interests of the Corporation and shall not unreasonably withhold its Subsidiaries, on consent to such request for a waiver if it determines that the other handproposed activity would not prejudice the interests of the Corporation. (iiib) The provisions need to protect the Corporation against Employee’s competition, as well as the nature and scope of this Section 5(asuch protection, has been carefully considered by the parties hereto in light of the uniqueness of Employee’s talent and his importance to the Corporation. Accordingly, Employee agrees that, in addition to any other relief to which the Corporation may be entitled, the Corporation shall be entitled to seek and obtain injunctive relief (without the requirement of a bond) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), from a court of competent jurisdiction for the purpose of restraining Employee from any actual or threatened breach of the covenant contained in Section 6.1(a). (c) If for any reason a final decision of any court determines that the restrictions under this Section 6.1 are not reasonable or that the consideration therefore is inadequate, such restrictions shall hold that be interpreted, modified or rewritten by such court to include as much of the duration, scope or and geographic area identified in this Section 6.1 as will render such restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area valid and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawenforceable.

Noncompetition. (a) Except with the prior written consent of the Company authorized by a resolution adopted by the Board, for the period beginning upon the date hereof and ending on (i) As an inducement in the event of the termination of the Executive's employment by the Executive for Good Reason pursuant to Section 7(c) or by the Company pursuant to enter into this Agreement Section 7(d) hereof and issue the Shares hereunderExecutive is receiving payments from the Company pursuant to Section 8(d) hereof, the date on which the last such payment is received; or (ii) in the event of the voluntary termination of the Executive's employment by the Executive pursuant to Section 7(d) hereof or termination by the Company for Cause, the date which is nine (9) months from the Termination Date; Executive shall not directly or indirectly as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become substantially financially interested in, employed by or have any connection with, any business engaged principally in the processing of electronic hotel reservations or travel agent commissions or providing hotel property system services or providing hotel representation or marketing services in any country where the Company or any of its subsidiaries is then engaged in such business; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly traded stock or securities of such corporation. (b) Executive agrees that, during that for a period of one (A1) his/her period year following termination of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period will not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, solicit or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions encourage employees of the Company's current business, within any metropolitan area in which the Company its subsidiaries or any of parent to leave its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreementemploy. (iic) During the Noncompete Period, the Executive shall not directly In case one or indirectly through another entity (i) induce or attempt to induce any employee more of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or terms contained in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, subsections (iia) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iiib) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) 11 shall survive for any termination reason become invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other terms herein, but such terms shall be deemed deleted and such deletion shall not affect the validity of the other terms of this Agreement. section. In addition, if any one or more of the terms contained in subsections (iva) If, at the time of enforcement or (b) of this Section 5(a)11 shall for any reason be held to be excessively broad with regard to time, a court of competent jurisdiction shall hold that the duration, geographic scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree activity that the maximum duration, scope or area reasonable under such circumstances term shall be substituted for construed in a manner to enable it to be enforced to the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by extent compatible with applicable law.

Noncompetition. Employee agrees that during the term of this Agreement and for a period of one (i1) As an inducement to year after the last payment from the Company to enter into Employee has been delivered, Employee will not, without the prior written consent of the Company (which consent may be withheld for any reason), provide services, within the United States and in locations where Company customers are located, substantially similar to the services to be provided by Employee under this Agreement and issue to any person or entity engaged in a business which is substantially similar to the Shares hereunderCompany's Business, the Executive agrees that, during (A) his/her period of employment or which can reasonably be expected to compete with the 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 (B) to use, disclose and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of providing the services hereunder, so long as Employee acquires and applies this information without disclosure of any Confidential Information of the 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 event that Executive resigns the scope of the services provided by Employee to such companies or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions scope of the Company's current business, within any metropolitan area in which Business change such that the Company services provided by Employee to such companies or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) other third parties compete with the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contraryCompany's Business, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date provision of this AgreementParagraph with respect to noncompetition will apply and may be enforced by the Company. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees thatas follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during (A) his/her period the term of his employment with the Company, and neither he nor any of his Affiliates (B) Executive’s Affiliates is defined as any legal entity in the event that which Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, owns at least a 25% interest or in any manner engage in, any business competing entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of its Subsidiaries engages the same nature as, or has definitive plans to engage in such businesscompetition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that (x) the Executive this Section shall not be precluded prohibit Executive or any of his Affiliates from purchasing or holding publicly-an aggregate equity interest of up to 10% in any publicly traded securities business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such entity so long as competitive business activity. (b) In order to protect the Executive shall hold less than 2% Company against the unauthorized use or the disclosure of any confidential information of the outstanding units Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such class of securities and has no active participation in the business of such entity and (y) businesses being conducted by the Company shall have notified during the Executive term of its agreement to provide such severance compensation employment; or (1ii) assist or finance any person or entity in any manner or in any way inconsistent with the event of resignation, within five days after the Termination Date, intents and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date purposes of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. Executive acknowledges that (i) As Executive performs services of an inducement important nature for the Company and any of its subsidiaries and controlled affiliates, and that Executive’s performance of such services to a competing business may result in irreparable harm to the Company to enter into this Agreement and issue its subsidiaries and controlled affiliates, (ii) Executive is a member of the Shares hereunder, the Executive agrees that, during (A) his/her period executive and management personnel of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reasonand its subsidiaries and controlled affiliates, during the period which the Company is paying the (iii) Executive severance compensation has had and will continue to have access to Confidential Information (which shall be at a rate as defined below) and an amount equal to the Executive's salary trade secrets which, if disclosed, would unfairly and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or inappropriately assist in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by competition against the Company or any of its Subsidiaries subsidiaries and controlled affiliates, (iv) in the course of Executive’s employment by a competitor, Executive could use or disclose such Confidential Information and trade secrets, (v) the Company and its subsidiaries and controlled affiliates have substantial relationships with their customers and Executive has had and will continue to have access to these customers, and (vi) Executive has generated and will continue to generate goodwill for the Company and its subsidiaries and controlled affiliates in the course of Executive’s employment. Accordingly, during the Employment Term and for 12 months following the Termination Date, or during such longer period (not to exceed 18 months) that Executive is receiving severance benefits under the Severance Plan or Section 6(c) above, Executive agrees that 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, in whatever form, engaged in a Competing Business in any locale of any country in which are logical extensions the Company or its subsidiaries and controlled affiliates conduct business. Notwithstanding the foregoing, nothing herein shall prohibit Executive from being a passive owner of not more than four and ninety nine one hundredths percent (4.99%) of the Company's current business, within any metropolitan area equity securities of a publicly traded corporation engaged in which a business that is in competition with the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; providedsubsidiaries and controlled affiliates, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and 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 shall have notified or its Subsidiaries with respect to provision of information technology services to third party customers.1 As used herein, “competitive with the Executive of Company or its agreement to provide such severance compensation (1) in Subsidiaries” means the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary provision of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly same or indirectly through another entity (i) induce similar solutions or attempt to induce any employee services of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (ia) As an inducement to During the Company to enter into this Agreement and issue the Shares hereunderEmployment Period, the Employee agrees not to compete in any manner, either directly or indirectly, with the Company, or to assist any other person or entity to compete with the Company. Further, while an employee of the Company, the Employee agrees not to engage in any other employment or business enterprise without the written permission of the Chief Executive agrees thatOfficer of the Company. (b) After the termination, during (A) his/her period for any reason, of his employment with the Company, and the Employee agrees that for a period of one (B1) in year following such termination, the event that Executive resigns or Executive's employment is terminated by Employee will not compete with the Company by developing, marketing, or assisting others to develop or market a product or service which is competitive with the products or services of the Company then existing or planned for the future, which the Employee learns of or develops while an the Employee of the Company. The Employee further agrees that for the same period following such termination, for any reason, the Employee will not accept employment from or have any other professional relationship with any entity which is competitive with the products or services of the Company then existing or which were known by the Employee to be planned for the future. The foregoing restrictions shall apply in all geographical areas where the Employee performed services for the Company prior to such termination, and at all other places where the Company does business and/or did business during the period which term of his employment, and at all places where, during his employment with the Company, the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal had plans or reasonable expectations to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any do business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity future. (c) During the Employment Period and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation for one (1) in year following the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contraryfor any reason, of his employment, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary Employee agrees either on his behalf or on behalf of the date of this Agreement. (ii) During the Noncompete Periodany other person or entity, the Executive shall not directly or indirectly through another entity indirectly, not (i) induce to hire, solicit, or attempt to induce any employee of the Company or any of its Subsidiaries encourage to leave the employ of the Company or any person who is then an the Employee of its Subsidiariesthe Company, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire to solicit, entice away or divert any person or entity who was an employee is then a client of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees and who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation was a client of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement employment. The Employee agrees that customer or client lists, business contracts and related items are the property of this Section 5(athe Company. The restrictions described herein shall apply to the activities of the Employee in any state or other jurisdiction in which the Company engaged in business during the term of employment. Furthermore, for one (1) year following the termination, for any reason, of his employment (except following termination of the employment of the Employee pursuant to the Company's termination of business and liquidation of assets), a the Employee agrees that he will not (i) solicit or accept work or provide services which is direct follow-up to work or services under contract performed or being performed by the Company or being actively solicited by the Company at the time of termination of the employment of the Employee, or (ii) directly or indirectly recruit the employees of the Company (or any successor thereto). The restrictions against competition set forth in this Paragraph 12 are considered by the parties to be reasonable for the purposes of protecting the business of the Company. However, if any such restriction is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that be interpreted to extend only over the maximum durationperiod of time, scope range of activities or geographic area reasonable under such circumstances shall as to which it may be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawenforceable.

Noncompetition. The following noncompetition provisions shall apply: (i) As an inducement to The Executive shall not, at any time during his employment with the Company to enter into this Agreement and issue or the Shares hereundertwelve (12) month period commencing on the day immediately following the date (the “Termination Date”) on which his employment with the Company terminates for any reason, without the consent of the Board, directly or indirectly engage in any activity that the Board, in the exercise of its reasonable business judgment, determines is competitive with the Company’s business whether alone, as a partner of any partnership or joint venture, or as an officer, director, employee, independent contractor, consultant, or investor (a “Competitive Activity”). In furtherance of the immediately foregoing sentence, the Executive agrees thatshall promptly notify the Board (or its representative) in advance in writing (which shall include a description of the activity) of his intention to engage in any activity which could reasonably be deemed to be subject to this noncompetition provision, during and the Board shall respond to the Executive in writing within 10 calendar days indicating its approval or objections to the Executive’s engagement in the activity; provided, however, that if the Board (Aor its representative) his/her does not respond to or request additional information from the Executive within such ten (10) day period the Board’s approval shall be deemed to be granted. If the Executive fails to notify the Board of employment his intended activity in advance, the Board shall retain all its rights of objections. Notwithstanding the preceding provisions of this subsection (a)(i), this subsection (a)(i) shall not be construed as preventing the Executive from investing his personal assets in any business that competes with the Company, and (B) in such form or -9- manner as will not require any services on the part of the Executive in the event that Executive resigns or Executive's employment is terminated by operation of the Company for any reasonaffairs of the business in which such investments are made, during the period which the Company is paying but only if the Executive severance compensation does not own or control five percent (which shall be at a rate and an amount equal to 5%) or more of any class of the Executive's salary and health outstanding stock, or of any profits interest or capital interest (as applicable), of such business. (ii) The payments, benefits, and other insurance benefits received by entitlements under this Agreement are being made in consideration of, among other things, the Executive immediately prior to the Termination Date)obligations of this Section 5 and, such period not to exceed one year (the "Noncompete Period")in particular, he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly compliance with the business as now or hereafter conducted by the Company or any Section 5(a) of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such businessthis Agreement; provided, however, that (x) all such payments, benefits, or other entitlements under the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities Agreement are subject to and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, conditioned upon the Executive's agreement set forth ’s entering into the Release and Agreement referred to in clause (BSection 6(h) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (iiiii) During the Noncompete Periodtwenty-four (24) month period commencing on the day immediately following the Termination Date, the Executive shall not directly or indirectly through another entity (iA) induce influence or attempt to induce influence any employee person, firm, association, partnership, corporation, or other entity that is a contracting party with the Company to terminate any written agreement with the Company, except to the extent the Executive is acting on behalf of the Company in good faith, or (B) hire or attempt to hire for employment any person who is employed by the Company, or attempt to influence any such person to terminate employment with the Company, except to the extent the Executive is acting on behalf of the Company in good faith; provided, however, that nothing herein shall prohibit the Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv) During the Term of Employment and for the twenty-four (24) month period immediately thereafter, the Executive shall not publicly criticize or disparage the Company, any Related Company, or any director, officer, executive, or agent of the Company or any of its Subsidiaries to leave the employ of the Company or any of its SubsidiariesRelated Company, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handas may be required by law. (iiiv) The provisions During the Term of this Section 5(aEmployment and for the twenty-four (24) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingmonth period immediately thereafter, the parties hereto agree that Company shall not issue any defamatory statements about the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawExecutive.

Noncompetition. (a) Without limiting the Executive’s obligations to the Company pursuant to Sections 1 and 2 hereof, and only to the extent consistent with the provisions of such Sections, the Executive hereby covenants and agrees that during the period of the Executive’s employment with the Company the Executive will not, directly or indirectly, or as a partner, shareholder, lender, officer, director, trustee, employee, agent, consultant or member of any person, firm or corporation, or otherwise, enter into the employ of, render or otherwise engage (i) As an inducement in any business activities which are the same or similar to any of the business activities of the Company, or (ii) in any consulting or advising regarding any activities of the Company or about any aspect of any existing or contemplated agreement with the Company for any person or entity that is, or has been at any time in the prior twelve (12) months, a customer of the Company or a person or entity which has contacted, or been contacted by, the Company regarding any potential services which the Company might provide such person or entity. Subject to the Executive’s obligations to the Company pursuant to enter into this Agreement Sections 1 and issue 2 hereof, and only to the Shares hereunderextent consistent with the provisions of such Sections, the foregoing limitations shall not be deemed to prohibit the Executive from acquiring as a passive investment not more than five percent (5%) of the capital stock of a competing business, which stock is traded on a national securities exchange or the over-the-counter market. (b) The Executive hereby covenants and agrees that, that during (A) his/her the period of Executive’s employment with the Company the Executive will not, directly or indirectly, or as a partner, shareholder, officer, director, trustee, employee, agent, consultant or member of any person, firm or corporation, or otherwise, solicit, by way of offering an employment or consulting opportunity or otherwise, employees of the Company. (c) The Executive hereby covenants and agrees that during the period of Executive’s employment with the Company and, and (B) in the event that Executive resigns or Executive's case of termination of such employment is terminated by the Company for Cause, termination of such employment by the Executive other than for Good Reason or any reason, during the period other case of termination pursuant to which the Company is paying to the Executive severance the termination compensation (which shall or other amounts) set forth in Section 6.6.1, for one (1) year after the termination of such employment, the Executive will not, directly or indirectly, or as a partner, shareholder, officer, director, trustee, employee, agent, consultant or member of any person, firm or corporation, or otherwise: (i) solicit any customer of the Company; (ii) be at a rate and an amount equal to employed by, or render consulting or advisory services to, any corporation, partnership or other entity if the Executive's salary and health and other insurance benefits received by ’s knowledge or expertise during the Executive immediately prior course of such employment or consulting or advisory services would be used to solicit customers of the Termination Date), such period not to exceed one year Company; (the "Noncompete Period"), he shall not iii) directly or indirectly ownattempt to induce any vendor, manage, control, participate in, consult with, render services for, customer or in any manner engage in, any business competing directly supplier of or indirectly to the Company to terminate such person’s relationship with the business as now Company; or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business(iv) hire, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt seek to induce any employee of the Company or any of its Subsidiaries the Company’s subsidiaries to leave such employment; provided, however, the employ of the Company or any of its Subsidiaries, or restrictions in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. clause (iv) If, at shall not apply to such hiring or inducement of any employee if the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that employee’s employment with the duration, scope Company has been terminated by the Company prior to such hiring or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawinducement.

Noncompetition. (ia) As an inducement to Employee agrees that during the Company to enter into term of this Agreement and issue for nine (9) months after the Shares hereunder, the Executive agrees that, during Employment Termination Date (A) his/her period of employment with the Company, and (B) in the event except that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignationtermination due to a Change of Control, within five days after the Termination Dateas defined in subsection 4(a) hereof, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above this Section 10 shall not apply in to Employee), Employee shall not (i) directly or indirectly solicit any person (natural or otherwise) to purchase or sell any multifamily or retail real estate or a mortgage loan financing such type of real estate if the event that person being solicited is or had been a purchaser from or seller to the Company of such type of property during the twelve (12) months prior to the Employment Termination Date occurs after the fifth anniversary of the date of this Agreement. or (ii) During the Noncompete Period, the Executive shall not directly recruit or indirectly through another entity (i) induce otherwise solicit or attempt to induce any person who is at the time an employee or consultant of the Company to terminate his employment with, or otherwise cease his relationship with, the Company, or hire any of its Subsidiaries to leave such employee or consultant who has left the employ of the Company within one year after termination of such employee's employment or any of its Subsidiaries, or in any way interfere consultant's relationship with the relationship between the Company or Company, provided, however, that Employee may recruit any of its Subsidiaries and any employee thereof, (ii) hire any person who was an former employee of the Company or any of its Subsidiaries at any time during Executive's whose employment period except for such employees who have has been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of by the Company and, provided further, that if Employee has terminated his employment of his own volition, this restriction upon recruiting employees or any of its Subsidiaries to cease doing business with such member, or in any way interfere with consultants shall run for two (2) years after the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handEmployment Termination Date. (iiib) The provisions During any period that Employee is entitled to receive and is paid severance compensation in accordance with Section 5 hereof, if Employee shall become an employee, officer, director, shareholder, principal, agent, partner or consultant or otherwise be engaged in or have a financial or other interest in any business which competes with the Company, or its subsidiaries or affiliates or providers under contract of this Section 5(a) shall survive any termination of property management or administrative services, equipment or facilities (which activity by the Employee is not prohibited by this Agreement), any base salary received from such activities shall be set off against any severance pay which he is entitled to receive from the Company. Notwithstanding the foregoing, Employee may make personal investments in the equity securities of any publicly traded company provided that any such investment does not exceed one percent (1%) of the market capitalization of the class of securities of the company in which his investment is made. (ivc) If, at The restrictions against activities set forth in Section 10(a) and (b) above are considered by the time parties to be reasonable for the purposes of enforcement protecting the business of this Section 5(a), the Company. If any restriction is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities or in too large a geographic area, that restriction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that be interpreted to extend only over the maximum durationperiod of time, scope range of activities or geographic area reasonable under such circumstances shall as to which it may be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawenforceable.

Noncompetition. (ia) As an inducement to During the Company to enter into this Agreement and issue the Shares hereunderEmployment Period, the Employee agrees not to compete in any manner, either directly or indirectly, with the Company, or to assist any other person or entity to compete with the Company. Further, while an employee of the Company, the Employee agrees not to engage in any other employment or business enterprise without the written permission of the Chief Executive agrees thatOfficer of the Company. (b) After the termination, during (A) his/her period for any reason, of his employment with the Company, and the Employee agrees that for a period of one (B1) in year following such termination, the event that Executive resigns or Executive's employment is terminated by Employee will not compete with the Company by developing, marketing, or assisting others to develop or market a product or service which is competitive with the products or services of the Company then existing or planned for the future, which the Employee learns of or develops while an the Employee of the Company. The Employee further agrees that for the same period following such termination, for any reason, the Employee will not accept employment from or have any other professional relationship with any entity which is competitive with the products or services of the Company then existing or which were known by the Employee to be planned for the future. The foregoing restrictions shall apply in all geographical areas where the Employee performed services for the Company prior to such termination, and at all other places where the Company does business and/or did business during the period which term of his employment, and at all places where, during his employment with the Company, the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal had plans or reasonable expectations to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any do business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity future. (c) During the Employment Period and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation for one (1) in year following the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contraryfor any reason, of his employment, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary Employee agrees either on his behalf or on behalf of the date of this Agreement. (ii) During the Noncompete Periodany other person or entity, the Executive shall not directly or indirectly through another entity indirectly, not (i) induce to hire, solicit, or attempt to induce any employee of the Company or any of its Subsidiaries encourage to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was is then an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months Company, or (iiiii) induce to solicit, entice away or attempt to induce divert any customer, supplier, licensee, franchisor person or other business relation entity who is then a client of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member who was a client of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement employment. The Employee agrees that customer or client lists, business contracts and related items are the property of this Section 5(athe Company. The restrictions described herein shall apply to the activities of the Employee in any state or other jurisdiction in which the Company engaged in business during the term of employment. Furthermore, for one (1) year following the termination, for any reason, of his employment (except following termination of the employment of the Employee pursuant to the Company's termination of business and liquidation of assets), a the Employee agrees that he will not (i) solicit or accept work or provide services which is direct follow-up to work or services under contract performed or being performed by the Company or being actively solicited by the Company at the time of termination of the employment of the Employee, or (ii) directly or indirectly recruit the employees of the Company (or any successor thereto). The restrictions against competition set forth in this Paragraph 12 are considered by the parties to be reasonable for the purposes of protecting the business of the Company. However, if any such restriction is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that be interpreted to extend only over the maximum durationperiod of time, scope range of activities or geographic area reasonable under such circumstances shall as to which it may be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawenforceable.

Noncompetition. Each of Danixx X. Xxxxxx, Xxmex X. Xxxxxxxxxx xxx Josexx X. Xxxxxxxxx (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunderxxllectively, the Executive "Founding Stockholders") hereby agrees thatthat during the period commencing on the Closing Date and ending on the fourth anniversary of the Closing Date, during he shall not, directly or indirectly, (A) his/her period of employment with as an individual proprietor, partner, member, principal, officer, employee, agent, consultant or stockholder, develop, produce, market, sell or render (or assist any other person in developing, producing, marketing, selling or rendering) products or services competitive anywhere in the CompanyUnited States or elsewhere in the world with, and or (B) engage in business with, serve as an agent or consultant to, or become an individual proprietor, partner, member, principal or stockholder (other than a holder of less than 1% of the outstanding voting shares of any publicly held company) of or become employed in an executive capacity by, any person, firm or other entity ("Competitor") a substantial portion of whose business competes anywhere in the event that Executive resigns United States or Executive's employment is terminated by elsewhere in the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at world with a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with substantial portion of the business as now or hereafter conducted by of the Company Parent, CERA Inc., MGI or any of its their respective Subsidiaries which are logical extensions (collectively, the "MGI/CERA Group") that relates to the financial information, financial analysis, energy information and analysis or any other business then engaged in by any member of the Company's current business, within any metropolitan area in which the Company or MGI/CERA Group; provided that this Section 5.1 shall not be deemed to prohibit any of its Subsidiaries engages the Founding Stockholders from teaching courses at educational institutions or has definitive plans to engage writing books or articles for public sale or making appearances on television or preparing or otherwise participating in television programs; and provided, further, that if the employment of a Founding Stockholder with CERA Inc. shall be terminated after the Closing Without Cause (as such term shall be defined in the applicable Employment Agreement between CERA Inc. and such Founding Stockholder) or for Good Reason (also as shall be defined in such business; providedEmployment Agreement), that the noncompetition period set forth in this Section 5.1 shall terminate with respect to such Founding Stockholder on the earlier of (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% fourth anniversary of the outstanding units of any such class of securities and has no active participation in the business of such entity Closing Date and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth first anniversary of the date of this Agreement. (ii) During termination of such Founding Stockholder's employment. For the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions purposes of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a)5.1, a court "substantial portion" (x) in the case of competent jurisdiction the business of Competitor shall hold mean a line or lines of business that account for more than 50% of the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.consolidated revenue of Competitor

Noncompetition. (a) Subject to Section 12.1(c), Seller covenants and agrees that for a period of two (2) years following the Closing Date (the “Covenant Term”) it shall not, and shall cause its Subsidiaries not to engage in the manufacture or sale of products that are within the scope of the Business (a “Seller Competitive Business”) in direct or indirect competition with Purchaser, whether as employer, proprietor, partner, stockholder, consultant, agent, lender or guarantor or otherwise. (b) Purchaser covenants and agrees that for the Covenant Term it shall not, and shall cause its Subsidiaries not to, engage in the manufacture or sale of paperboard or paperboard packaging products using the Xxxxx acquired under this Agreement in direct or indirect competition with Seller’s retained paperboard or paperboard packaging businesses as of a time immediately after the Closing (each such retained business, a “Purchaser Competitive Business”), whether as employer, proprietor, partner, stockholder, consultant, agent, lender or guarantor or otherwise; provided that nothing in this Section 12.1(b) shall restrict Purchaser or its Subsidiaries from continuing to manufacture the paperboard and paperboard packaging products at the Wickliffe Mill as currently manufactured, or, with respect to the Enhanced Surface Cover Gradeline - C1S and C2S, as currently under development for manufacturing, and sell such products so manufactured. (c) Notwithstanding anything to the contrary contained in Section 12.1(a): (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period Covenant Term Seller completes a business combination transaction with a Person that is engaged in any Seller Competitive Business, which transaction results in the Company is paying holders of the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive voting securities of Seller outstanding immediately prior to the Termination Date)consummation of such transaction owning less than 50% of the voting power of the voting securities of Seller or the surviving entity in the transaction or any parent thereof (any such entity, an “Acquiror”) outstanding immediately after the consummation of such transaction, such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company Acquiror or any of its Subsidiaries which are logical extensions or Affiliates may engage in any activity prohibited or restricted by Section 12.1(a); (ii) Seller may directly or indirectly hold interests in or securities of any Person to the extent that such investment does not directly or indirectly confer on Seller more than 15% of the Company's current businessvoting power of such Person; and Seller does not have any representation on the board of directors or other managing body of such Person; (iii) Seller may maintain and continue, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (xand Section 12.1(a) the Executive shall not be precluded from purchasing understood to restrict in any manner whatsoever, the operations of Seller and its Subsidiaries that are not being transferred to Purchaser hereunder in accordance with current and past practices and the normal expansion thereof, including the production, sale and distribution of all products and grades currently produced by Seller and its Subsidiaries that are not included within the Business; (iv) Seller may acquire interests in or holding publicly-traded securities of any Person as an investment by Seller’s pension funds or funds of any other benefit plan of Seller whether or not such entity so long as the Executive shall hold Person is engaged in, any Seller Competitive Business; (v) Seller may acquire interests in or securities of any Person that derived 25% or less of its total annual revenues in its most recent fiscal year from activities that constitute Seller Competitive Businesses; (vi) Subject to Section 12.1(e) hereof, Seller may acquire a business, assets and/or more than 250% of the outstanding units capital stock or other equity interests in any Person (or any lesser percentage if, pursuant to contractual or other arrangements, Seller has the right to cause such Person to take the actions specified in the following proviso) that derived in excess of 25% of its total annual revenues in its most recent fiscal year from activities that constitute Seller Competitive Businesses; provided, however, that Seller shall use commercially reasonable efforts to divest that portion of such Person that engages in activities constituting Seller Competitive Businesses on commercially reasonable terms as soon as reasonably practicable and in any event within twelve months following the acquisition of such ownership or interest; (vii) Seller may acquire or use any product for internal uses or to conduct Seller’s or its Subsidiaries’ other businesses that consume, use, contain, depend upon or otherwise incorporate any product; and (viii) Seller may perform any act or conduct any business contemplated hereby or the Transition Agreements. (d) The parties hereto acknowledge and agree that nothing herein shall be deemed to require Seller to give notice to or obtain the consent of Purchaser in order to engage in any activity or transaction of the types described in Section 12.1(c) or otherwise. (e) If at any time and from time to time during the Covenant Term, Seller engages in any acquisition or series of related acquisitions covered under Section 12.l(c)(vi) hereof (a “Permitted Competitive Acquisition”), Seller shall notify Purchaser of such Permitted Competitive Acquisition as promptly as practicable following the consummation of such acquisition. Not later than the ninetieth (90th) calendar day after the consummation of the Permitted Competitive Acquisition (or an earlier date, as determined by Seller), Seller shall provide Purchaser (or its designee) and its counsel, accountants, debt financing sources and other representatives reasonable access to the books, records, employees, officers, accountants, attorneys, representatives and properties of the Seller Competitive Business, for a period of sixty (60) calendar days from the date such access is first provided (such period, the “Due Diligence Period”), subject to any then existing confidentiality restrictions and limitations on access to competitively sensitive information required for compliance with antitrust Law and to Purchaser’s entry into a confidentiality agreement on substantially the same terms as those contained in the Confidentiality Agreement. Within sixty (60) days of the commencement of the Due Diligence Period, Purchaser (or its designee) may, but is not obligated to, make a final comprehensive written offer (the “Final Offer”) to Seller to acquire the Seller Competitive Business. In the event that Seller determines that Final Offer is acceptable, subject to completion of definitive documentation, the Purchaser (or its designee) and Seller shall engage in good faith negotiations following the delivery of such Final Offer to reach agreement on the definitive terms of such transaction. In the event that (a) Seller rejects such Final Offer in writing, Purchaser (or its designee) fails to make any such class Final Offer within such sixty (60) day period described above or notifies Seller that Purchaser (or its designee) does not intend to make any such Final Offer, or (c) Purchaser (or its designee) and Seller are unable to reach agreement on the definitive terms of securities such transaction within thirty (30) calendar days from the receipt of the Final Offer, Seller may engage in discussions regarding and has no active participation consummate a divestiture of the Seller Competitive Business; provided that Seller may not enter into any definitive agreement concerning or consummate a divestiture of the Seller Competitive Business with any other third party on terms that are, in the business aggregate, less favorable to Seller than those offered by Purchaser (or its designee), unless Purchaser (or its designee) has been provided a summary of the material terms of the offer made by any such third party, and Purchaser has not within a period often (10) calendar days following receipt of such entity third party offer notified Seller in writing that it is willing to acquire the Seller Competitive Business on the terms and conditions contained in such third party offer and within ten (10) calendar days following such written notification from Purchaser., Seller and Purchaser enter into definitive agreements on such terms and conditions. Seller agrees that from the consummation of a Permitted Competitive Acquisition until the earlier to occur of (a) the date on which Purchaser notifies Seller in writing that Purchaser (or its designee) does not intend to make a Final Offer, (b) the end of the Due Diligence Period, provided that Purchaser (or its designee) has failed to make a Final Offer within the Due Diligence Period, (c) the date on which Seller rejects such Final Offer in writing, and (yd) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five date which is 30 days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary end of the date of this Agreement. (ii) During the Noncompete Due Diligence Period, Seller may not engage in discussions with, or provide confidential information to, a third party regarding the Executive shall not directly divestiture to such party of, or indirectly through another entity (i) induce or attempt to induce any employee consummate such a divestiture of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handSeller Competitive Business. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (ia) As an inducement to The Company, directly or indirectly through its subsidiaries, is engaged in the business of owning, managing, operating and developing rent-to-own stores (collectively, the "Purchaser Activities") throughout the United States (the "Territory"). Waltx xxxresents and acknowledges that the goodwill of the Company to enter into this Agreement and issue the Shares hereunderPurchaser Activities extend throughout the Territory. Following the date hereof, the Executive agrees Company shall continue to conduct the Purchaser Activities throughout the Territory. Waltx xxxnowledges that, during (A) his/her period to protect adequately the interests of employment with the Company, and (B) Company in its businesses in the event Territory, it is essential that Executive resigns or Executive's employment is terminated by any noncompete agreement with respect thereto cover the Company for any reasonentire Territory. (b) In consideration of the consideration paid to Waltx xxxsuant to this Agreement, Waltx xxxeby agrees that during the period which commencing on the Company is paying date hereof and ending on the Executive severance compensation fifth (which shall be at a rate and an amount equal to 5th) anniversary of the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year date hereof (the "Noncompete Period"), he no Related Party shall not (without the prior written consent of the Company) directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner the Territory engage in, have any equity or profit interest in, make any loan to or guarantee any obligation of or with respect to, or render services (of an executive, advertising, marketing, sales, administrative, supervisory or consulting nature) to, any business competing directly or indirectly conducting Purchaser Activities, except in connection with the business course of the performance of any duties the Related Party may have as now or hereafter conducted by a consultant to the Company or any of its Subsidiaries which are logical extensions successor or affiliate of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (iic) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce If a judicial determination is made that any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If4.3 constitutes an unreasonable or otherwise unenforceable restriction against Waltx, at the time of enforcement xxe provisions of this Section 5(a), a court of competent jurisdiction 4.3 shall hold be rendered void only to the extent that the duration, scope such judicial determination finds such provisions to be unreasonable or area restrictions stated herein are unreasonable under circumstances then existingotherwise unenforceable. In this regard, the parties hereto hereby agree that the maximum duration, scope or area reasonable under such circumstances any judicial authority construing this Agreement shall be substituted for empowered to sever any portion of the stated durationTerritory, scope any prohibited business activity or area any time period from the coverage of this Section 4.3 and that to apply the provisions of this Section 4.3 to the remaining portion of the Territory, the remaining business activities or the remaining time period not so severed by such court judicial authority. The time period during which the prohibitions set forth in this Section 4.3 shall apply shall be allowed tolled and suspended as to revise Waltx xxx a period equal to the restrictions contained herein to cover the maximum period, scope and area permitted by lawaggregate quantity of time during which Waltx xxxlates such prohibitions in any respect.

Noncompetition. (i) As an inducement to 10.1 Until the Company Date of Termination, Executive agrees not to enter into competitive endeavors and not to undertake any commercial activity which is contrary to the best interests of the Corporation or its affiliates, including becoming an employee, owner (except for passive investments of not more than three percent of the outstanding shares of, or any other equity interest in, any company or entity listed or traded on a national securities exchange or in an over-the-counter securities market), officer, agent or director of (a) any firm or person engaged in the operation of a business engaged in the acquisition of industrial businesses or (b) any firm or person which either directly competes with a line or lines of business of the Corporation accounting for ten percent (10%) or more of the Corporation's gross revenues or earnings before taxes or derives ten percent (10%) or more of such firm's or person's gross revenues or earnings before taxes from a line or lines of business which directly compete with the Corporation. Notwithstanding any provision of this Agreement and issue to the Shares hereundercontrary, the Executive agrees that, during (A) his/her period that his breach of employment with the Company, and (B) in provisions of this Section 10.1 shall permit the event that Executive resigns or Corporation to terminate Executive's employment is terminated by for Cause in accordance with Section 5.1(b) hereof. 10.2 After the Company Date of Termination and for any reason, during the a period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount of time equal in years to the Executive's multiple of annual salary and health and other insurance benefits received by the Executive immediately prior pursuant to the Termination Date), such period not to exceed one year Sections 6.6(b) and 6.7(b) (the "Noncompete Non-Competition Period"), he shall Executive agrees not directly or indirectly ownto become an employee, manage, control, participate in, consult with, render services forowner (except for passive investments of not more than three percent of the outstanding shares of, or in any manner engage other equity interest in, any company or entity listed or traded on a national securities exchange or in an over-the-counter securities market), officer, agent or director of any firm or person which directly and substantially competes with a business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the CompanyCorporation accounting for ten percent (10%) or more of the Corporation's current businessgross revenues or earnings before taxes. During the Non-Competition Period, within any metropolitan area in which Executive will be available to answer questions and provide advice to the Company or any of its Subsidiaries engages or has definitive plans to engage in such businessCorporation; provided, however, that (x) the Executive such requirement shall not be precluded from purchasing unreasonably interfere with any other of Executive's activities which Executive is then pursuing and which are not otherwise prohibited by this Section 10. Also, during the Non-Competition Period, Executive will retain in confidence any and all confidential information known to him concerning the Corporation and its business and shall not use or holding publicly-traded securities of any disclose such entity so long as information without the Executive shall hold less than 2% approval of the outstanding units Corporation except to the extent such information becomes public or as may be required by law. 10.3 Executive acknowledges and agrees that damages for breach of any such class of securities the covenant not to compete in this Section 10 will be difficult to determine and has no active participation in the business of such entity will not afford a full and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Dateadequate remedy, and (2) therefore Executive agrees that the Corporation, in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein addition to seeking actual damages pursuant to the contrary, the Executive's agreement procedures set forth in clause (B) above shall Section 13 below, may seek specific enforcement of the covenant not apply to compete in any court of competent jurisdiction, including, without limitation, by the event issuance of a temporary or permanent injunction, without the necessity of a bond. Executive and the Corporation agree that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive covenant not to compete are reasonable. However, should any termination court or arbitrator determine that any provision of this Agreement. (iv) Ifcovenant not to compete is unreasonable, at the time either in period of enforcement of this Section 5(a)time, a court of competent jurisdiction shall hold that the durationgeographical area, scope or area restrictions stated herein are unreasonable under circumstances then existingotherwise, the parties hereto agree that this covenant not to compete should be interpreted and enforced to the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that extent which such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawor arbitrator deems reasonable.

Noncompetition. (ia) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive The Seller agrees that, during (A) his/her period in consideration of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated purchase by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health Purchaser hereunder and other insurance benefits received by good and valuable consideration, the Executive immediately receipt and sufficiency of which are hereby acknowledged, it shall not, on or prior to the Termination date which is five (5) years after the Closing Date, directly or indirectly, own, manage, operate, control, be employed by, provide consulting services to, participate in, lend its name to, invest in or be connected in any manner with the management, ownership, operation or control of any business, venture, or activity which competes with the Products (including parts and accessories therefore or any aspect of the Division Business), . The Seller also agrees that it shall cause its directors and officers to comply with this Section 8.12(a) for a period of one (1) year after the Closing Date and shall be responsible for any breach of this Section 8. 12(a) by such officers and directors. The Seller also agrees it shall use its reasonable best efforts to cause its employees to comply with this Section 8.12(a) for a period not to exceed of one (1) year after the Closing Date. (b) Seller further agrees that for a period of five (5) years after the "Noncompete Period"), he shall Closing Date it will not directly or indirectly ownwithout the prior written consent of Purchaser, managerecruit, controloffer employment, participate inemploy, consult withengage as a consultant, render services for, lure or entice away or in any other manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce persuade or attempt to induce persuade any person who is an employee of the Company Purchaser or any subsidiary, group, or division of its Subsidiaries Purchaser or any Affiliate thereof (including the Division Business), to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any Purchaser unless such person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have has been terminated by the Purchaser or an Affiliate of Purchaser. The Seller also agrees that it shall cause its directors and officers to comply with this Section 8.12(b) and shall be responsible for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions breach of this Section 5(a8. 12(b) by such officers and directors. The Seller also agrees it shall survive any termination of this Agreement. (iv) If, at the time of enforcement of use its reasonable best efforts to cause its employees to comply with this Section 5(a)8.12(b) for a period of one (1) year after the Closing Date. With respect to OrthoCanada's officers, a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingdirectors and employees, the parties hereto agree that noncompetition provisions referred to above shall apply only in the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area country of Canada and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope its provinces and area permitted by lawterritories.

Noncompetition. (i) As In order to protect the goodwill of the North Safety Companies, following the Closing Date for a period of five years the Xxxxx Xxxxxxx covenant to Norcross that neither the Xxxxx Xxxxxxx nor any company owned or controlled by any of the Xxxxx Xxxxxxx will, directly or indirectly, anywhere in the world engage in, or have an inducement ownership interest in or act as agent, advisor or consultant of or to the Company to enter into this Agreement and issue the Shares hereunderany person, firm, partnership, corporation or other entity that is engaged in, the Executive agrees thatmanufacture or sale of products that compete with the Products manufactured or sold by the North Safety Companies as of the Closing Date (the "Current Business"). Nothing in this Section 7.9, during however, shall be deemed to prohibit or restrict the Xxxxx Xxxxxxx or any company owned or controlled by the Xxxxx Xxxxxxx - (A) his/her period From continuing to conduct any business in which any of employment such companies are currently engaged, none of which businesses currently manufacture or sell Products or any products that compete with the Company, and Products; (B) in the event that Executive resigns From acquiring or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or owning less than 5% equity interest in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded company (whether or not such company is engaged in a business that competes with the Current Business); or (C) From acquiring ownership or control of any business, or a majority of the voting securities of any company or other entity that is engaged in a business, that competes with the Current Business if the annual sales from such entity's competing business or entity so long as the Executive shall hold less than 2do not exceed 15% of such business' or entity's total revenues in the outstanding units 12-month period immediately preceding such acquisition and if the Xxxxx Xxxxxxx make a good faith effort to dispose of any such class of securities and has no active participation in the competing business of such entity and (y) the Company shall have notified the Executive within one year of its agreement acquisition and will, if requested by Norcross, sell such business to provide such severance compensation Norcross for fair market value (1based upon the implied valuation of the total business acquired) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of cash at the date of this Agreementsale and on mutually acceptable terms and conditions. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (a) During the Noncompetition Period, no Founder will, directly or indirectly, or as a stockholder, partner, member, manager, employee, consultant or other owner or participant in any Person, other than the Surviving Corporation, (i) As engage in or assist any other Person to engage in any Covered Business or provide services (whether as an inducement employee, contractor, agent or otherwise) or 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 Person who is, or was within the one-year period prior thereto, an employee of or consultant to the Company Surviving Corporation, or (iii) solicit or endeavor to enter into this Agreement and issue entice away from the Shares hereunderSurviving 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 Person having material business relations with, the Executive agrees thatSurviving Corporation; provided, during however, nothing herein shall preclude any Founder from (i) performing his duties as an employee or consultant of Surviving Corporation or as a 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) his/her period equity interests in any business set forth on Schedule 4.7 of employment with the CompanyCompany 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, and or (B) in the event aggregate less than 3% of any business (other than Covered Entity), whether or not such business constitutes a Covered Business, that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal subject to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions reporting obligations of the Company's current businessSecurities Exchange Act of 1934, within any metropolitan area in which the Company as amended, provided that such investment is passive and Founder does not provide services or any of its Subsidiaries engages or has definitive plans advice to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of or its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this AgreementAffiliates. (iib) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions For purposes of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing4.7, the parties hereto agree that following terms shall have the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.following meanings:

Noncompetition. (ia) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the The Executive agrees that, during (A) his/her that for the duration of his employment and for a period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and two (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of years from the date of this Agreement. (ii) During the Noncompete termination thereof and during any Severance Period, the Executive shall not directly he will not, on his own behalf or indirectly through another entity (i) induce on behalf of any other person or attempt to induce any employee of the Company entity, hire, solicit, or any of its Subsidiaries encourage to leave the employ of the Company Corporation or its subsidiaries, affiliates or licensees any person who is an employee of any of such companies. (b) The Executive agrees that for the duration of his employment and for a period of two (2) years from the date of termination thereof and during any Severance Period, the Executive will take no action which is intended, or would reasonably be expected, to harm (e.g. making public derogatory statements or misusing confidential Corporation information, it being acknowledged that the Executive's employment with a competitor in and of itself shall not be deemed to be harmful to the Corporation for purposes of this Section 8(b)) the Corporation or any of its Subsidiariessubsidiaries, affiliates or licensees or their reputation. (c) The Executive agrees that during the duration of his employment and; (i) in the event of the Executive's termination of employment due to the Executive's resignation without Good Reason, until the later of (x) three (3) years from the date of this Agreement and (y) twelve (ii) in the event of the Executive's termination of employment by the Corporation without Cause or the Executive's resignation for Good Reason pursuant to Section 5(b), for twelve (12) months from the date of such termination of employment; and (iii) in the event of the Executive's termination of employment by the Corporation for Cause, at the election of the Corporation in consideration for the payment to the Executive of an amount equal to one twelfth (1/12) the Executive's Salary and Annual Incentive Bonus (equal to the average of the Annual Incentive Bonuses paid to the Executive over the preceding two years) for each month within such period, for a period of up to twelve (12) months from the date of such termination of employment, then, during the period specified in clause (i), (ii) or (iii) above, as applicable, the Executive shall not, directly or indirectly, (A) engage in any "Competitive Business" (as defined below) for his own account, (B) enter into the employ of, or render any services to, any person engaged in a Competitive Business, or (C) become interested in any entity engaged in a Competitive Business, directly or indirectly as an individual, partner, shareholder, officer, director, principal, agent, employee, trustee, consultant, or in any way interfere with other relationship or capacity; provided that nothing shall prevent the relationship between Executive from providing legal services in private practice; provided, further, that the Company or Executive may own, solely as an investment, securities of any of its Subsidiaries and any employee thereof, (ii) hire any entity which are traded on a national securities exchange if the Executive is not a controlling person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such memberof, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any a member of the Company a group that controls such entity and does not, directly or indirectly, own 2% or more of any class of its Subsidiaries, on the other handsecurities of such entity. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. For a period of five (i5) As an inducement to years after the Company to enter into date of this Agreement and issue (the Shares hereunder“Restricted Period”), the Executive agrees that, during (A) his/her period of employment with the CompanySeller shall not, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reasonSeller shall cause its Subsidiaries not to, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly indirectly, own, manage, control, participate in, consult with, render services for, operate or in any manner engage in, in any business competing directly manner, any aspect of the Divested Business anywhere in the United States or indirectly 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 (collectively, the business “Divested Competitive Business”) including owning any security in any entity engaged in the Divested Competitive Business; provided, however, that, the foregoing shall not prohibit the ownership of less than 5.0% of the securities of any corporation or other entity that is listed 27861141 4846-3647-0232.10 on a national securities exchange. Notwithstanding the foregoing, nothing in this Section 1 shall prohibit the Seller or its Subsidiaries from (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 capacity of 20 tons or less, so long as now or hereafter conducted by the Company or neither Seller nor any of its Subsidiaries which are logical extensions of serve as a distributor, dealer, reseller or sales representative with respect thereto (the Company's current business“Specified Permitted Divested Business”), within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans (b) continuing to engage in such business; providedits business (other than a Divested Competitive Business) as conducted prior to the date hereof, that or (c) directly or indirectly (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such acquiring an entity that operates a Divested Competitive Business so long as such entity has not, on average over the Executive shall hold less past three years (determined based on the three most recent available annual financial statements of such entity), derived more than 225% of its annual gross revenue from operating the outstanding units of any such class of securities and has no active participation in Divested Competitive Business (the business of such entity “Seller After Acquired Business”) and (y) operating and disposing of the Company Divested Competitive Business of the Seller After Acquired Business; provided that Seller and its Subsidiaries shall have notified dispose or otherwise cease their operation of the Executive Divested Competitive Business (other than the Specified Permitted Divested Business) of its agreement to provide such severance compensation the Seller After Acquired Business within eighteen (118) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary months of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee acquisition of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handSeller After Acquired Business. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (a) For a period of 10 years commencing on the date hereof (the "Term"), without the prior written approval of Buyer, Seller shall not, and will cause its Affiliates not to, directly or indirectly, (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate inoperate or otherwise participate, consult with, render services for, franchise or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation assist in the business of any Prohibited Facility located in the Territory, (ii) own, manage, control, operate, be connected with as an employee or consultant for any Person owning, managing, controlling, operating or otherwise participating or assisting in the business of any Prohibited Facility located in the Territory, or (iii) license, franchise or otherwise authorize any Person (other than Buyer and its licensees) to conduct business under the marks Pure, Protech or Firebird or under any of the Marks (or sell any products or provide any services in connection with the marks Pure, Protech or Firebird or the Marks and/or the Service Marks (as such entity terms are defined in the Trademark License Agreement)) at any Prohibited Facility located in the Territory or otherwise utilize any of the Marks and/or Service Marks or any commercial symbol similar thereto in connection with the business of any Prohibited Facility located in the Territory; PROVIDED HOWEVER, that nothing in this Agreement shall prohibit (x) Seller or its licensee or assignee of the marks Pure or Firebird from licensing the marks Pure and/or Firebird to any Prohibited Facility in the Southeastern Area at any time after a date on which Buyer is neither (A) selling motor fuel at any Auto/Truckstop or Fuel Stop in the Southeastern Area under one or more of the Marks nor (B) prominently displaying one or more of the Marks at any Auto/Truckstop or Fuel Stop in the Southeastern Area and (y) the Company shall have notified the Executive of its agreement Seller's jobbers, distributors and marketers from selling products other than motor fuel to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreementany Prohibited Facility. (iib) During the Noncompete PeriodTerm, the Executive Seller shall not, and will cause its Affiliates not to, directly or indirectly indirectly, materially expand any Excluded Facility that is an Auto/Truckstop or a Fuel Stop owned or operated by Seller or its Affiliates or otherwise materially alter the products and/or services sold by or through another entity (i) induce any such Excluded Facility; PROVIDED, HOWEVER, that nothing in this Section 2 shall prohibit Seller or attempt to induce its Affiliates from repairing or replacing any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiariesexisting structures, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor fixtures or other business relation assets of the Company such an Excluded Facility, damaged or any worn by reason of its Subsidiaries to cease doing business casualty or wear and tear, with such membercomparable structures, fixtures or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handassets. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement to In consideration of the payments, benefits and other obligations of the Company to enter into Executive pursuant to this Agreement Agreement, Executive hereby covenants and issue the Shares hereunder, the Executive agrees that, at all times during (A) his/her period of employment with the Company, and (B) in the event that which Executive resigns or Executive's employment is terminated employed by the Company for any reason, Group and during the period which the Company is paying the Executive severance compensation "Restricted Period" (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Dateas defined below), such period not to exceed one year (Executive shall not, in any place in the "Noncompete Period")world, he shall not directly or indirectly ownindirectly, own any interest in, manage, control, participate inin (whether as an officer, director, manager, employee, partner, equity holder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in, in any business competing directly or indirectly with engaged in anywhere in the business world, by the Company and its Subsidiaries (collectively, the "Company Group") as now or hereafter conducted by the Company or any Group as of its Subsidiaries which are logical extensions as of the Companydate of Executive's current businesstermination, within other than any metropolitan area in which business that is not directly related to the business conducted by the Company Group as of the date hereof as such business may be extended or any expanded, or proposed to be extended or expanded prior to date of its Subsidiaries engages or has definitive plans to engage in such businessExecutive's termination; provided, that nothing herein shall prohibit Executive from investing in stocks, bonds, or other securities in any business if: (xi) such stocks, bonds, or other securities are listed on any United States securities exchange or are publicly traded in an over the Executive shall counter market, and such investment does not be precluded from purchasing or holding publicly-traded securities exceed, in the case of any such entity so long as the Executive shall hold less than capital stock of any one issuer two percent (2% %) of the issued and outstanding units capital stock or in the case of any bonds or other securities, two percent (2%) of the aggregate principal amount thereof issued and outstanding, or (ii) such class investment is completely passive and no control or influence over the management or policies of securities and has no active participation in such business is exercised. For purposes of this Section 7(a), the business of such entity and the Company Group shall only be "proposed to be extended or expanded" if: (yi) Executive has actual knowledge of the proposed extension or expansion of the business of the Company Group on or prior to the date that Executive's employment is terminated; (ii) the Company shall have notified proposed extension or expansion of the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement business is set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary a written business plan of the Company; and (iii) such written business plan has been adopted by the Board not later than thirty (30) days following the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during that Executive's employment period except for is terminated and Executive is notified in writing of such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of adoption promptly following the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handsame. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (ia) As an a necessary inducement to the Company for Buyer to enter into this Agreement and issue consummate the Shares hereundertransactions contemplated hereby, the Executive Parent agrees that, during (A) his/her that for a period of employment with three years commencing on the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year Closing Date (the "Noncompete Period"), he Parent shall not, and shall not directly cause or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or permit any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages other entity under their control to, engage directly or has definitive plans to engage indirectly, in such business; providedany capacity, in any activities that (x) Compete with the Executive shall not be precluded from purchasing Senior Living Services Business within the United States. If Parent is acquired by, or holding publicly-traded securities of merges or consolidates with, any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contraryPerson, the Executive's agreement set forth restriction in clause (B) above this Section 5.12 shall not apply in the event that the Termination Date occurs after the fifth anniversary to any activities of the date of this Agreementacquiror or its Subsidiaries (other than Parent and its Subsidiaries). (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iiib) The provisions of this Section 5(a5.12 shall not restrict the ability of Parent or any of its Subsidiaries from engaging in the following activities: (1) shall survive the ownership of capital stock or other equity interests of a Competing SLS Business if (a) such capital stock or other equity interests are traded on a national or regional stock exchange or are traded on the Nasdaq National Market, and (b) Parent, directly or indirectly, is the beneficial owner of not more than five percent (5%) of such Person's outstanding capital stock or other equity interests, so long as Parent does not otherwise control such Person; or (2) the acquisition of any termination Person which conducts, participates or engages in, or owns or has an interest in a Competing SLS Business, if the gross sales of this Agreementsuch Person from the Competing SLS Activities for the prior fiscal year preceding the date on which the acquisition is consummated and in any fiscal year during the Noncompete Period, do not represent (a) more than twenty percent (20%) of the gross sales (including sales from the Competing SLS Activities) of such Person (including its Subsidiaries) or (b) more than $50 million; or (3) the acquisition of any Person which conducts, participates or engages in, or owns or has an interest in a Competing SLS Business, if the gross sales of such Person (including its Subsidiaries) from the Competing SLS Activities for the prior fiscal year preceding the date on which the acquisition is consummated, represent (a) twenty percent (20%) or more of the gross sales (including sales from the Competing SLS Activities) of such Person and (b) more than $50 million, provided, that within one year after such acquisition, revenues derived from the Competing SLS Activities represent less than twenty percent (20%) of the gross sales (including sales from the Competing SLS Activities) of such Person (without giving effect to transfers of assets of such Person to or from Buyer or any of its Subsidiaries during such period) or constitute less than $50 million. (ivc) If, at the time of enforcement of this Section 5(a), If a court of competent jurisdiction shall hold declares that the duration, scope any term or area restrictions stated herein are unreasonable under circumstances then existingprovision of this Section 5.12 is invalid or unenforceable, the parties hereto Parties agree that the maximum durationcourt making the determination of invalidity of unenforceability shall have the power to reduce the scope, scope duration or area reasonable under such circumstances of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision and this Agreement shall be substituted for enforceable as so modified. (d) Parent acknowledges that Buyer would not have an adequate remedy at law in the stated durationevent of a breach or violation of this Section 5.12 by Parent or any of its Affiliates and hereby consents to the granting by any court of competent jurisdiction of an injunction or other equitable relief, scope without the necessity of posting a bond, cash or area otherwise, and without the necessity of actual monetary loss being proved or Buyer's establishing the inadequacy of any remedy at Law, and order that the breach or threatened breach of such court shall provisions may be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.effectively restrained. TC1:469823 EXECUTION STOCK PURCHASE AGREEMENT

Noncompetition. The following noncompetition provisions shall apply to the Txxxx Partner: (i) As The Txxxx Partner shall not, at any time during his employment with the Company or the twelve (12) month period commencing on the day immediately following the date (the “Termination Date”) on which his employment with the Company terminates for any reason, without the consent of the Board of Directors, directly or indirectly engage in any activity that the Board, in the exercise of its reasonable business judgment, determines is competitive with the Company’s business whether alone, as a partner of any partnership or joint venture, or as an inducement officer, director, employee, independent contractor, consultant, or investor (a “Competitive Activity”). In furtherance of the immediately foregoing sentence, the Txxxx Partner shall promptly notify the Board (or its representative) in advance in writing (which shall include a description of the activity) of his intention to engage in any activity which could reasonably be deemed to be subject to this noncompetition provision, and the Board shall respond to the Company Txxxx Partner in writing within 4 business days indicating its approval or objections to enter into this Agreement and issue the Shares hereunderTxxxx Partner’s engagement in the activity; provided, however, that if the Board (or its representative) does not respond to or request additional information from the Txxxx Partner within such four (4) business day period the Board’s approval shall be deemed to be granted. If the Txxxx Partner fails to notify the Board of his intended activity in advance, the Executive agrees thatBoard shall retain all its rights of objections. Notwithstanding the preceding provisions of this subsection (a)(i), during this subsection (Aa)(i) his/her period of employment shall not be construed as preventing the Txxxx Partner from investing his personal assets in any business that competes with the Company, and (B) in such form or manner as will not require any services on the part of the Txxxx Partner in the event that Executive resigns or Executive's employment is terminated by operation of the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with affairs of the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which such investments are made, but only if the Company Txxxx Partner does not own or any of its Subsidiaries engages control five percent (5%) or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities more of any such entity so long as the Executive shall hold less than 2% class of the outstanding units stock, or of any such class of securities and has no active participation in the business profits interest or capital interest (as applicable), of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreementbusiness. (ii) During the Noncompete Periodtwenty-four (24) month period commencing on the day immediately following the Termination Date, the Executive Txxxx Partner shall not directly or indirectly through another entity (iA) induce influence or attempt to induce influence any employee person, firm, association, partnership, corporation, or other entity that is a contracting party with the Company to terminate any written agreement with the Company, except to the extent the Txxxx Partner is acting on behalf of the Company in good faith, or (B) hire or attempt to hire for employment any person who is employed by the Company, or attempt to influence any such person to terminate employment with the Company, except to the extent the Txxxx Partner is acting on behalf of the Company in good faith; provided, however, that nothing herein shall prohibit the Txxxx Partner from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iii) During the term of this agreement and for the twenty-four (24) month period immediately thereafter, the Txxxx Partner shall not publicly criticize or disparage the Company, any subsidiary or affiliate of the Company, or any director, officer, executive, or agent of the Company or any of its Subsidiaries to leave the employ subsidiary or affiliate of the Company or any of its SubsidiariesCompany, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreementas may be required by law. (iv) If, at During the time of enforcement term of this Section 5(a), a court of competent jurisdiction shall hold that agreement and for the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingtwenty-four (24) month period immediately thereafter, the parties hereto agree that Company shall not issue any defamatory statements about the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawTxxxx Partner.

Noncompetition. (a) From and after the date hereof, Seller will refrain from, either alone or in conjunction with any other Person, or directly or indirectly through its present or future Affiliates: (i) As an inducement causing or attempting to cause any client, customer or supplier of the Company or the Subsidiaries to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment terminate or materially reduce its business with the Company, and the Subsidiaries or any of their Affiliates; or (Bii) in disclosing (unless compelled by judicial or administrative process) or using any Trade Secrets relating to the event that Executive resigns or Executive's employment is terminated by Business of the Company for any reason, during or the period which the Company is paying the Executive severance compensation (which shall be at Subsidiaries in a rate and an amount equal manner adverse to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any Subsidiary. (b) For a period of two years after the Closing Date, Seller will refrain from, either alone or in conjunction with any other Person, or directly or indirectly through its Subsidiaries which are logical extensions present or future Affiliates, participating or engaging in the Restricted Business in California; provided, however, that, for the purposes of this Section 8.7, (x) ownership of securities having no more than 5% of the Company's current business, within outstanding voting power of any metropolitan area Person whose capital stock or equity is listed on any national or international securities exchange or quotation system and (y) ownership of not more than 10% of any private equity fund or alternative investment vehicle in which Aon or its Affiliates is a passive investor shall not be deemed to be a violation of this Section 8.7. (c) Notwithstanding the Company provisions of this Section 8.7 and without implicitly agreeing that the following activities would be subject to the provisions of Section 8.7(b), nothing in this Agreement or in the Seller Ancillary Agreements shall preclude, prohibit or restrict Aon or any of its Subsidiaries Affiliates from: (i) engaging in or owning an interest in any entity that engages in any Exempt Business Activities; (ii) acquiring, and following such acquisition, actively engaging in any business that has a subsidiary, division, group, franchise or has definitive plans segment that is engaged in any Restricted Business (an “Acquired Business”), so long as for the most recent fiscal year ending prior to engage in the date of such purchase, the revenues of such business derived from a Restricted Business were less than 25% of the total consolidated revenues of such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce engaging in an Aon Change of Control or, if the acquiring Person has a subsidiary, division, group, franchise or attempt to induce any customer, supplier, licensee, franchisor or other business relation segment that is engaged in a Restricted Business at the time of the Company or any Aon Change of its Subsidiaries to cease doing business with such memberControl, or thereafter engaging in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handRestricted Business. (iiid) The parties hereto recognize that the Laws and public policies of the various states of the United States may differ as to the validity and enforceability of covenants similar to those set forth in this Section 8.7. It is the intention of the parties that the provisions of this Section 5(a8.7 be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) shall survive of any termination provisions of this AgreementSection 8.7 shall not render unenforceable, or impair, the remainder of the provisions of this Section 8.7. Accordingly, if any provision of this Section 8.7 shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction. (ive) If, The parties hereto acknowledge and agree that any remedy at Law for any breach of the time of enforcement provisions of this Section 5(a)8.7 would be inadequate, a and Seller hereby consents to the granting by any court of competent jurisdiction shall hold an injunction or other equitable relief to Buyer, without the necessity of actual monetary loss being proved, in order that the duration, scope breach or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under threatened breach of such circumstances shall provisions may be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by laweffectively restrained.

Noncompetition. The Executive acknowledges and agrees that in consideration and as a condition of the Executive’s employment by the Company and in exchange for, among other things, the benefits contained in this Agreement, including without limitation the opportunity to receive enhanced post-employment severance benefits, which the Executive acknowledges and agrees is fair and reasonable consideration that is independent from the continuation of the Executive’s employment, during the Restricted Period the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business anywhere in the world. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) As acquiring, solely as an inducement to investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company to enter into this Agreement and issue as long as the Shares hereunderExecutive’s activities for such line of business, division or unit do not involve work by the Executive agrees that, during (A) his/her period of employment on matters that are directly competitive with the Company’s business. Notwithstanding anything to the contrary in this Agreement, and (Bthis Section 7(c) in shall not be enforceable during the event that post-employment portion of the Restricted Period if the Executive resigns or Executive's employment is terminated by the Company for any reasonwithout Cause, is laid off from employment or if the Company elects to waive the restrictions set forth in this Section 7(c). If Section 7(c) is enforced during the period which post-employment portion of the Restricted Period, the Company is paying shall pay the Executive severance compensation at the rate of 50% of the highest annualized base salary paid to the Executive within the two year period preceding the last day of Executive’s employment (which the “Garden Leave Pay”) during the post-employment portion of the Restricted Period. During the Restricted Period Executive will promptly (and immediately upon request) notify the Company of any change in address and each subsequent employer or business activity including the name and address of employer or other post-Company plans and the nature of Executive’s activities. The Company’s election not to provide post-employment Garden Leave Pay shall be at deemed a rate waiver of Executive’s post-employment noncompetition obligations under this Section 7(c). In no event will Garden Leave Pay be duplicative of other pay and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior agrees that any Garden Leave Pay received pursuant to the Termination Date), such period not to exceed one year this Section 7(c) shall reduce (the "Noncompete Period"), he and shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or be in addition to) any manner engage in, any business competing directly or indirectly with other pay that the business as now or hereafter conducted Executive may be entitled to receive during the post-employment portion of the Restricted Period. The Executive acknowledges having been advised by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area right to consult with counsel regarding the noncompetition restrictions contained in which the Company or any of its Subsidiaries engages or has definitive plans this Section 7(c) prior to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of executing this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the The Executive agrees that, acknowledges that during (A) his/her period of his employment with the Company, he will become familiar with trade secrets and (B) in other Confidential Information concerning the event Company, their Subsidiaries and their respective predecessors, and that his services will be of special, unique and extraordinary value to the Company. In addition, the Executive resigns or Executive's employment is terminated by the Company for hereby agrees that at any reason, time during the Employment Period, and for a period which ending two (2) years after the Company Date of Termination (if such termination is paying the Executive severance compensation (which shall be at for Cause or as a rate and an amount equal to result of the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period ’s resignation or leaving employment not to exceed one year for Good Reason) (the "Noncompete “Noncompetition Period"”), he shall will not directly or indirectly own, manage, control, participate in, consult with, render services for, for or in any manner engage in, in any business competing directly or indirectly with the business as now or hereafter conducted by businesses of the Company or any of its Subsidiaries which as such businesses exist or are logical extensions in process or being planned as of the Company's current businessDate of Termination, within any metropolitan geographical area in which the Company or any of its Subsidiaries engages engage or has definitive plans plan to engage in such businessbusinesses. Notwithstanding the foregoing, the Noncompetition Period shall be twelve (12) months following the Date of Termination if such termination is by the Company without Cause, by the Executive for Good Reason or due to the Executive giving written notice pursuant to Section 5.01 of his intention not to extend the Employment Period; providedprovided however, that in such circumstances, the Noncompetition Period may be extended up to a period of eighteen (x18) months following the Date of Termination by the Company if it elects in writing to pay the Executive his Base Salary for the additional six (6) month period, such amount to be payable in monthly installments over the additional six (6) month period. It shall not be precluded from purchasing or holding publicly-traded securities considered a violation of any such entity so long as this Section 9.01 for the Executive shall hold less (i) to be a passive owner of not more than 2% of the outstanding units stock of any such class of securities and a corporation which is publicly traded, so long as the Executive has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignationcorporation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly to serve as a nonemployee director of Fairfax Financial Holdings or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handsubsidiary Odyssey Reinsurance. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement to a. Employee agrees that during the Company to enter into term of this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) year after the Employment Termination Date (except that in the event of resignation, within five days after termination or nonrenewal by the Termination Date, and Company during the period commencing six (26) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of months preceding the date of a Change in Control and ending four (4) years following the date of a Change in Control, neither clause (i) of this Agreement. Section 10(a) nor Section 10(b) shall apply to Employee), Employee shall not (i) directly or indirectly solicit any person (natural or otherwise) to develop, construct, purchase or sell any multifamily or retail real estate or a mortgage loan financing such type of real estate if the person being solicited is or had been a developer or contractor with, or purchaser from or seller to, the Company of such type of property during the twelve (12) months prior to the Employment Termination Date or (ii) During the Noncompete Period, the Executive shall not directly recruit or indirectly through another entity (i) induce otherwise solicit or attempt to induce any person who is at the time an employee or consultant of the Company to terminate his employment with, or otherwise cease his relationship with, the Company, or hire any of its Subsidiaries to leave such employee or consultant who has left the employ of the Company within one (1) year after termination of such employee's employment or any of its Subsidiaries, or in any way interfere consultant's relationship with the relationship between the Company or Company, provided, however, that Employee may recruit any of its Subsidiaries and any employee thereof, (ii) hire any person who was an former employee of the Company or any of its Subsidiaries at any time during Executive's whose employment period except for such employees who have has been terminated by the Company and, provided further, that if Employee has terminated his employment of his own volition, this restriction upon recruiting employees or consultants shall run for two (2) years after the Employment Termination Date. For example, if the term hereunder is not renewed pursuant to Section 22 hereof, then for a one-year period following the date of such nonrenewal, Employee shall be subject to this Section 10(a) and Section 10(b) hereof; provided, however, that if a Change in Control occurs during the six-month period following the date of such nonrenewal (and such nonrenewal has been at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation the election of the Company or any of its Subsidiaries Company), Employee shall not be subject to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. clause (iiii) The provisions of this Section 5(a10(a) shall survive any termination or Section 10(b) hereof from and after the date of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.Change in

Noncompetition. (a) Executive covenants and agrees that; (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunderExecutive shall not, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that United States of America, directly or indirectly, for a period commencing on the closing Date and terminating on the date three years if Executive resigns is Terminated for Cause or Executive's voluntarily terminates his employment or two years if Executive is involuntarily terminated by following the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Date of Termination Date), such period not to exceed one year (the "Noncompete Restricted Period"), he shall not for whatever reason, directly or indirectly, whether as shareholder, partner, joint venturer, or agent of any person, firm or corporation or other entity or otherwise, engage in any or all of the following activities: (a) Enter into or engage in any business which directly or indirectly owncompetes with the business of MCI; (b) Interfere or attempt to interfere with the business, managegoodwill, controltrade, participate incustomers or employees of MCI or with any one dealing with MCI in the operation of MCI's business; (c) Solicit dealers or lending institutions' business, consult withpatronage, render or perform any services for, or in any manner engage in, any business competing which directly or indirectly competes with the business carried on by MCI as now it is conducted on the Closing Date; (d) Promote or hereafter conducted by the Company assist, financially or otherwise, any of its Subsidiaries person, firm, association or corporation engaged in any business which are logical extensions of the Company's current business, within any metropolitan area in which the Company directly or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in indirectly competes with the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, carried on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreementby MCI. (ii) During the Noncompete Restricted Period, the Executive shall not not, directly or indirectly through another entity (i) induce indirectly, knowingly solicit or attempt encourage to induce leave the employment of Company or MCI, any employee of MCI or hire any employee who has left the Company or any employment of its Subsidiaries to leave MCI after the employ date of this Agreement within one year of the Company or any termination of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executivesuch employee's employment with MCI or such shorter period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or as shall be agreed by MCI in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handwriting. (iiib) The If the Executive violates this restrictive covenant and MCI brings legal action for injunctive or other relief, MCI shall not as a result of the time involved in obtaining the relief be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the restrictive covenant shall be deemed to have the duration specified herein, computed from the date the relief is granted, but reduced by the time between the period when the restriction began to run and the date of the first violation of the covenant by Executive. If any court shall determine that the duration or geographical limit of any restriction contained in this paragraph is unenforceable, it is the intention of the parties that the restrictive covenant set forth herein shall not thereby be permitted to be terminated but shall be deemed amended to the extent required to render it valid and enforceable. Such amendment shall apply only with respect to the operation of this paragraph and the jurisdiction of the court that has made the adjudication. (c) If any court determines that any provision of this Section, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Section 5(a) shall survive any termination of this Agreementnot thereby be affected and shall be given full effect, without regard to the invalid portions. (ivd) If, at If any court determines that any of the time of enforcement provisions of this Section 5(a)Section, a court or any part thereof, is unenforceable because of competent jurisdiction shall hold that the durationduration of such provision or the area covered thereby, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall have the power to reduce the duration or area of such provisions and, in its reduced form, such provision shall then be allowed to revise the restrictions contained herein to cover the maximum period, scope enforceable and area permitted by lawshall be enforced.

Noncompetition. (ia) As an inducement to The Argexxxxxxx Xxxities (other than Argexxxxxxx Xxxurity after the Company to enter into this Agreement and issue Closing) agree that for a period of five (5) full years from the Shares hereunderClosing Date, neither it nor any of its Affiliates shall engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as stockholders in any corporation or joint stock association (other than the ownership of less than three percent (3%) of the equity interest of any corporation or entity whose interests or shares are traded in any stock exchange or market, the Executive agrees that, during NASDAQ or any over-the-counter market) in any business that is involved in the provision of services provided as a part of the US Business anywhere in the world. (Ab) his/her The Argexxxxxxx Xxxities (other than Argexxxxxxx Xxxurity after the Closing) agree that for a period of employment with five full (5) years from the CompanyClosing Date, and none of the Argexxxxxxx Xxxities (Bother than Argexxxxxxx Xxxurity) in the event that Executive resigns nor any of their respective Affiliates shall hire, solicit or Executive's employment is terminated by the Company induce any US Transferred Employee (except for Franx X. Xxxxxxxxxxx, Xx.) xx become an employee of any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company Argexxxxxxx Xxxity or any of its Subsidiaries which are logical extensions Affiliates. Notwithstanding the preceding sentence, Sellers shall be permitted to hire any US Transferred Employee (other than a US Transferred Employee whose annual compensation exceeds $75,000) who (i) has terminated his or her employment with Purchaser (or an Affiliate of the Company's current businessPurchaser), within other than as a result of Sellers' breach of this Section, prior to being contacted by Sellers or (ii) responds to any metropolitan area in which the Company newspaper or any other public recruitment advertisement of its Subsidiaries engages or has definitive plans general circulation. In addition, notwithstanding the foregoing, Sellers shall be permitted to engage in such business; provided, hire any US Transferred Employee whose annual compensation exceeds $75,000 provided that (x) Sellers obtain the Executive prior written consent of Purchaser which consent shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreementunreasonably withheld. (iic) During the Noncompete PeriodIf any provision contained in this Section shall for any reason be held invalid, the Executive illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not directly affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or indirectly through another entity (i) induce or attempt to induce any employee unenforceable provision had never been contained herein. It is the intention of the Company or parties that if any of its Subsidiaries the restrictions or covenants contained herein is held to leave the employ cover a geographic area or to be for a length of the Company or any of its Subsidiariestime which is not permitted by applicable law, or in any way interfere with construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the relationship between the Company extent such provision would be valid or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a)enforceable under applicable law, a court of competent jurisdiction shall hold construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. The Argexxxxxxx Xxxities (other than Argexxxxxxx Xxxurity after the Closing) acknowledge that Purchaser would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to compensate Purchaser for any such breach. The Argexxxxxxx Xxxities (other than Argexxxxxxx Xxxurity after the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto Closing) 51 57 agree that the maximum duration, scope or area reasonable under such circumstances Purchaser shall be substituted for entitled to injunctive relief requiring specific performance by the stated durationArgexxxxxxx Xxxities (other than Argexxxxxxx Xxxurity after the Closing) of this Section, scope or area and that such court shall be allowed the Argexxxxxxx Xxxities (other than Argexxxxxxx Xxxurity after the Closing) consent to revise the restrictions contained herein entry thereof. (d) The noncompetition provisions relating to cover the maximum period, scope and area permitted by lawUK Business are set forth in Schedule 8.06 attached hereto.

Noncompetition. (ia) As an inducement Each Seller acknowledges that in consideration of the payment of the Purchase Price, Buyer is acquiring the goodwill of the Company's and the Subsidiaries' businesses, including complete ownership and control of such businesses. Therefore, subject to the Company to enter into this Agreement provisions of Section 5.5(e) below, each Seller agrees that for a period commencing upon the Closing Date and issue ending upon the Shares hereunderthird anniversary thereof, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal unless otherwise extended pursuant to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date)terms of Section 5.8, such period not to exceed one year (the "Noncompete Period")Seller will not, he shall not directly or indirectly ownindirectly, manageeither as an employee, controlemployer, participate inconsultant, consult withagent, render services forprincipal, partner, stockholder, corporate officer, director, or in any manner other individual or representative capacity, engage in, or participate in any business competing directly or indirectly activity that is in competition in any manner whatsoever with the business as now or hereafter conducted by of the Company or the Subsidiaries or Buyer at the date hereof (including without limitation growing, packing, marketing, distributing or selling fresh or processed fruits and vegetables) within any of its Subsidiaries which are logical extensions state of the Company's current businessUnited States, within any metropolitan area state of the United Mexican States, any province in Canada, or any other country, in which the Company or any Subsidiary is conducting or reasonably expects to conduct its business. Nothing in this Section shall be construed to prevent any Seller from owning, as an investment, up to 5% of its Subsidiaries a class of equity securities in any corporation or firm that engages in businesses or has definitive plans activities otherwise prohibited by this Section 5.5(a) which is publicly traded and registered under Section 12 of the Exchange Act. (b) Each Seller agrees that for a period commencing upon the Closing Date and ending upon the third anniversary thereof, unless otherwise extended pursuant to engage the terms of Section 5.8, such Seller will not, directly or indirectly, recruit or hire or attempt to recruit or hire, directly or by assisting others, any employee, consultant, or independent contractor of the Company or the Subsidiaries. (c) The parties to this Agreement agree that the limitations contained in this Section 5.5 with respect to time, geographical area, and scope of activity are reasonable. However, if any court shall determine that the time, geographical area, or scope of activity of any restriction contained in this Section is unenforceable, it is the intention of the parties that such business; provided, that (x) the Executive restrictive covenant set forth herein shall not thereby be precluded from purchasing terminated but shall be deemed amended to the extent required to render it valid and enforceable. (d) Buyer expressly agrees that all or holding publicly-traded securities of any such entity so long as or the Executive shall hold less than 2% of the outstanding units of Sellers or any such class of securities and has no active participation Affiliates thereof may directly or indirectly engage (i) in the business of such entity cultivating, growing, and harvesting Exempt Products and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1ii) in the event business of resignationmarketing, within five days after the Termination Date, selling and (2) in the event of termination, on or before the Termination Date)distributing Exempt Products. Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions For purposes of this Section 5(a) 5.5, "Exempt Products" shall survive any termination of this Agreementmean vegetables, fruits and other produce grown in green houses (rather than by "open field" farming). (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (ia) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period Following Termination of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company Employment for any reasonreason other than for Cause or by reason of a voluntary termination by Employee pursuant to Section 4.2(b), during the period which from the Company is paying date of the Executive severance compensation (which shall be at a rate and an amount equal Termination of Employment to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions later of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% last day of the outstanding units of any such class of securities and has no active participation in Agreement Term or the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth first anniversary of the date of this Agreement. the Termination of Employment Employee shall not, directly or indirectly, (i) Compete in the United States, (ii) During the Noncompete Period, the Executive shall not directly solicit any officer or indirectly through another entity (i) induce or attempt to induce any employee of the Company Corporation or any of its Subsidiaries affiliates to leave engage in any conduct prohibited hereby for Employee or to terminate any existing relationship with the employ Corporation or such affiliate or (iii) assist any other person to engage in any activity in any manner prohibited hereby to Employee. Following Termination of Employment for Cause or by reason of a voluntary termination by Employee pursuant to Section 4.2(b), Employee shall not, directly or indirectly, engage in any of the Company or any of its Subsidiaries, or activities described in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof(i), (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with immediately preceding sentence during the relationship between any such customer, supplier, licensee, franchisor or business relation, on one-year period following the one hand, and any member date of the Company Termination of Employment. In any case where Employee is contemplating an activity described in Section 6.1(a)(i) above, other than an activity described in Section 1.7(ii) or any (iii) or an activity described in Section 1.7(i) as it relates to the secondary mortgage market, the Board, upon the request of Employee for a waiver, shall determine in good faith whether Employee’s engaging in the proposed activity would prejudice the interests of the Corporation and shall not unreasonably withhold its Subsidiaries, on consent to such request for a waiver if it determines that the other handproposed activity would not prejudice the interests of the Corporation. (iiib) The provisions need to protect the Corporation against Employee’s competition, as well as the nature and scope of this Section 5(a) shall survive any termination of this Agreement. (iv) Ifsuch protection, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, has been carefully considered by the parties hereto agree that in light of the maximum durationuniqueness of Employee’s talent and his importance to the Corporation. Accordingly, scope or area reasonable under such circumstances Employee agrees that, in addition to any other relief to which the Corporation may be entitled, the Corporation shall be substituted for entitled to seek and obtain injunctive relief (without the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.requirement of a

Noncompetition. (i) As an inducement to a. Employee agrees that during the Company to enter into term of this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) year after the Employment Termination Date (except that in the event of resignation, within five days after termination or nonrenewal by the Termination Date, Company during the period commencing six (6) months preceding the date of a Change in Control and ending two (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of years following the date of a Change in Control, neither clause (i) of this Agreement. Section 10(a) nor Section 10(b) shall apply to Employee), Employee shall not (i) directly or indirectly solicit any person (natural or otherwise) to develop, construct, purchase or sell any multifamily or retail real estate or a mortgage loan financing such type of real estate if the person being solicited is or had been a developer or contractor with, or purchaser from or seller to, the Company of such type of property during the twelve (12) months prior to the Employment Termination Date or (ii) During the Noncompete Period, the Executive shall not directly recruit or indirectly through another entity (i) induce otherwise solicit or attempt to induce any person who is at the time an employee or consultant of the Company to terminate his employment with, or otherwise cease his relationship with, the Company, or hire any of its Subsidiaries to leave such employee or consultant who has left the employ of the Company within one (1) year after termination of such employee's employment or any of its Subsidiaries, or in any way interfere consultant's relationship with the relationship between the Company or Company, provided, however, that Employee may recruit any of its Subsidiaries and any employee thereof, (ii) hire any person who was an former employee of the Company or any of its Subsidiaries at any time during Executive's whose employment period except for such employees who have has been terminated by the Company and, provided further, that if Employee has terminated his employment of his own volition, this restriction upon recruiting employees or consultants shall run for two (2) years after the Employment Termination Date. For example, if the term hereunder is not renewed pursuant to Section 22 hereof, then for a one-year period following the date of such nonrenewal, Employee shall be subject to this Section 10(a) and Section 10(b) hereof; provided, however, that if a Change in Control occurs during the six-month period following the date of such nonrenewal (and such nonrenewal has been at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation the election of the Company or any of its Subsidiaries Company), Employee shall not be subject to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. clause (iiii) The provisions of this Section 5(a10(a) shall survive any termination or Section 10(b) hereof from and after the date of such Change in Control. By way of additional example, if a Change in Control occurs and an Employment Termination Date occurs (other than an Employment Termination Date occurring as a result of Employee's election not to renew this Agreement. ) during the two-year period commencing on the date of the Change in Control, Employee shall not be subject to clause (ivi) If, at the time of enforcement of this Section 5(a10(a) or Section 10(b) hereof from and after the Employment Termination Date." The first sentence of Section 11 of the Agreement is amended in its entirety to read as follows: "Employee acknowledges that the Company would not have an adequate remedy at law for money damages if the covenants contained in Sections 8 (Non- Disclosure), a court 9 (Return of competent jurisdiction shall hold that the durationCompany Property) or 10 (Noncompetition) were not complied with in accordance with their terms, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed any breach or threatened breach thereof would result in immediate and irreparable injury to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawCompany."

Noncompetition. You acknowledge that (i) As an inducement during the Employment Term you performed services of a unique nature for the Company that are irreplaceable, and that your performance of such services to a competing business will result in irreparable harm to the Company to enter into this Agreement and issue the Shares hereunderits Affiliates, the Executive agrees that, during (Aii) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate Employment Term you have had access to Confidential Information which, if disclosed, would unfairly and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or inappropriately assist in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by competition against the Company or any of its Subsidiaries which are logical extensions Affiliates, (iii) in the course of your employment by a competitor, you would inevitably use or disclose such Confidential Information, (iv) the Company and its Affiliates have substantial relationships with their customers and you have had access to these customers, (v) during the Employment Term you have received specialized training from the Company and its Affiliates, and (vi) during the Employment Term you have generated goodwill for the Company and its Affiliates. Accordingly, during the period beginning August 14, 2013, and ending on the two-year anniversary of the Company's current businessSeparation Date (the “Restriction Period”), within you agree that you 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 metropolitan area person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its Affiliates or in any other material business in which the Company or any of its Subsidiaries engages Affiliates is engaged on the Separation Date or has definitive plans in which they have planned, on or prior to engage such date, to be engaged in on or after such date, in any locale of any country in which the Company or an Affiliate conducts business; provided. Notwithstanding the foregoing, that nothing herein shall prohibit you from being a passive owner of not more than one percent (x1%) of the Executive shall not be precluded from purchasing or holding publicly-traded equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any such entity of its Affiliates, so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has you have no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreementcorporation. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. Except as otherwise consented to or approved in writing by Buyer, Xxxxxxxx agrees that for a period of 36 months from the date hereof, Xxxxxxxx will not, directly or indirectly acting alone or as a member of a partnership or as an officer, director, employee, consultant, representative, holder of, or investor in as much as 5% of any security of any class of any corporation or other business entity (i) As an inducement to engage in competition with the business or businesses of well servicing, oil field trucking and oil and gas contract drilling conducted by the Company, Buyer or any affiliate of Buyer on the date hereof, or in any service business the services of which are provided and marketed by the Company, Buyer or any affiliate of Buyer on the date hereof within a 000-xxxx xxxxxx xx Xxxxxxx, Xxxxx; (ii) request any present customers or suppliers of the Company to enter into this Agreement and issue the Shares hereundercurtail or cancel their business with Buyer or any affiliate of Buyer; (iii) disclose to any person, the Executive agrees thatfirm or corporation any trade, during (A) his/her period technical or technological secrets of employment with the Company, Buyer or any affiliate of Buyer or any details of their organization or business affairs or (iv) induce or actively attempt to influence any employee of the Company, Buyer or any affiliate of Buyer to terminate his employment. Except as otherwise consented to or approved in writing by Buyer, Xxxxxx agrees that for a period of 36 months from the date hereof, Xxxxxx will not, directly or indirectly acting alone or as a member of a partnership or as an officer, director, employee, consultant, representative, holder of, or investor in as much as 5% of any security of any class of any corporation or other business entity (i) engage in competition with the business of oil and gas contract drilling conducted by the Company, Buyer or any affiliate of Buyer on the date hereof, or any service business the services of which are provided and marketed by the Company, Buyer or any affiliate of Buyer on the date hereof within a 000-xxxx xxxxxx xx Xxxxxxx, Xxxxx; (Bii) request any present customers or suppliers of the Company to curtail or cancel their business with Buyer or any affiliate of Buyer; (iii) disclose to any person, firm or corporation any trade, technical or technological secrets of the Company, Buyer or any affiliate of Buyer or any details of their organization or business affairs or (iv) induce or actively attempt to influence any employee of the Company, Buyer or any affiliate of Buyer to terminate his employment; however, nothing in this Section 3.1 shall be construed to prevent Xxxxxx from being engaged in the oil and gas contract drilling business as an employee of a party or entity that is not owned in whole or in part by Xxxxxx. Xxxxxxxx and Xxxxxx agree that if either the length of time or geographical area set forth in the Section 3.1 is deemed too restrictive in any court proceeding, such court may reduce such restrictions to those which it deems reasonable under the circumstances. The obligations expressed in this Section 3.1 are in addition to any other obligations that the Shareholders may have under the laws of the states in which they do business requiring an employee of a business or a shareholder who sells his stock in a corporation (including a disposition in a merger) to limit his activities so that the goodwill and business relations of his employer and of the corporation whose stock he has sold (and any successor corporation) will not be materially impaired. Xxxxxxxx and Xxxxxx further agree and acknowledge that the Company, Buyer and its affiliates do not have any adequate remedy at law for the breach or threatened breach by either Xxxxxxxx or Xxxxxx of this covenant, and agree that the Company, Buyer or any affiliate of Buyer may, in addition to the other remedies which may be available to it hereunder, file a suit in equity to enjoin Xxxxxxxx or Xxxxxx from such breach or threatened breach. If any provisions of this Section 3.1 are held to be invalid or against public policy, the remaining provisions shall not be affected thereby. Xxxxxxxx and Xxxxxx acknowledge that the covenants set forth in this Section 3.1 are being executed and delivered by such Shareholder in consideration of the covenants of Buyer contained in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged. In return for the noncompetition covenants contained in this Section 3.1, Buyer shall pay $255,000 to Xxxxxx Xxxxxxxx and $45,000 to X. X. Xxxxxx, in 36 equal monthly installments, commencing March 1, 1998. Notwithstanding any provision contained in this Section 3.1, in the event that Executive resigns Buyer fails to employ Xxxxxx or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contraryterminates Xxxxxx without cause, the Executive's agreement set forth obligations of Xxxxxx contained in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date Section 3.1 of this Agreement. (ii) During the Noncompete PeriodAgreement shall terminate and be of no further force and effect however, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee obligations of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of Buyer under this Section 5(a) shall survive any termination of this Agreement3.1 will continue in full force and effect. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (a) Except with the prior written consent of the Company authorized by a resolution adopted by the Board, for the period beginning upon the date hereof and ending on (i) As an inducement in the event of the termination of the Executive's employment by the Executive for Good Reason pursuant to Section 7(c) or by the Company pursuant to enter into this Agreement Section 7(d) hereof and issue the Shares hereunderExecutive is receiving payments from the Company pursuant to Section 8(d) hereof, the date on which the last such payment is received; or (ii) in the event of the voluntary termination of the Executive's employment by the Executive pursuant to Section 7(d) hereof or termination by the Company for Cause, the date which is nine (9) months from the Termination Date; Executive shall not directly or indirectly as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever engage in, become substantially financially interested in, employed by or have any connection with, any business engaged principally in the processing of electronic hotel reservations or travel agent commissions or providing hotel property system services or providing hotel representation or marketing services in any country where the Company or any of its subsidiaries is then engaged in such business; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly traded stock or securities of such corporation. (b) Executive agrees that, during that for a period of one (A1) his/her period year following termination of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period will not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, solicit or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions encourage employees of the Company's current business, within any metropolitan area in which the Company its subsidiaries or any of parent to leave its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreementemploy. (iic) During the Noncompete Period, the Executive shall not directly In case one or indirectly through another entity (i) induce or attempt to induce any employee more of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or terms contained in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, subsections (iia) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iiib) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) 11 shall survive for any termination reason become invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other terms herein, but such terms shall be deemed deleted and such deletion shall not affect the validity of the other terms of this Agreement. section. In addition, if any one or more of the terms contained in subsections (iva) If, at the time of enforcement or (b) of this Section 5(a)shall for any reason be held to be excessively broad with regard to time, a court of competent jurisdiction shall hold that the duration, geographic scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree activity that the maximum duration, scope or area reasonable under such circumstances term shall be substituted for construed in a manner to enable it to be enforced to the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by extent compatible with applicable law.

Noncompetition. (a) The Executive recognizes and understands that in performing the responsibilities of his employment, he has and will continue to occupy a position of fiduciary trust and confidence, pursuant to which he has and will continue to develop and acquire experience and knowledge with respect to the Company's business. It is the expressed intent and agreement of the Executive and 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/or any of the other Lynton Companies, and (i) As an inducement for a period of one (1) year following 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 Company Executive and the Executive has failed to enter into this Agreement and issue accept the Shares hereunderRenewal Offer within thirty (30) days thereof, the Executive agrees thatwill not be employed by, during (A) his/her period of employment with the Companywork for, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate inadvise, consult with, render services for, serve or assist in any manner engage inway, directly or indirectly, any party whose business competing directly or indirectly is competitive with the activities or business as now or hereafter conducted by of the Company or any of its Subsidiaries which are logical extensions the other Lynton Companies within the States of Connecticut, New Jersey, New York or Pennsylvania, anywhere within the Company's current businessUnited Kingdom, within or any metropolitan area other states or jurisdictions in which the Company or any of its Subsidiaries engages the other Lynton Companies may then operate or has definitive plans transact business. The Executive agrees further that he will not, during the applicable periods referred to engage in such business; providedabove, that (x) the Executive shall not be precluded from purchasing purchase or holding publicly-traded securities otherwise acquire, directly or indirectly, any interest of any such entity so long as the Executive shall hold less than 2% of the outstanding units of kind in any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event which is competitive with that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ other Lynton Companies. The foregoing restrictions on competition by the Executive shall be operative for the benefit of the Company and the other Lynton Companies and of any business owned or any of its Subsidiaries, or in any way interfere with the relationship between controlled by the Company or the other Lynton Companies, or any successor or assign of any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of foregoing. In the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with event that the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a7 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 occurred if at least sixty (60) shall survive any termination days prior to the expiration of the Term, the Company offers to renew this AgreementAgreement 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, it is specifically understood that the Company has no obligation to make a Renewal Offer to the Executive. (ivb) IfThe parties hereto, at recognizing that irreparable injury will result to the time Company and the other Lynton Companies, their business and property in the event of the Executive's breach of his covenant herein not to compete, and that such covenant is a material part of the consideration upon which this Agreement is founded, agree that in the event of the Executive's breach of this covenant, the Company and the other Lynton Companies shall be entitled, in addition to any other remedies and damages available to them, to an injunction to restrain the violation thereof by the Executive, his partners, agents, servants, employers, employees and all persons acting for or with him. The Executive represents and admits that in the event of the termination of his employment hereunder, the enforcement of a remedy for a violation of this Section 5(a), 7 by way of injunction will not prevent him from earning a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawlivelihood.

Noncompetition. (i) As an inducement to The Employee agrees that during the Company to enter into term of this Agreement and issue the Shares hereunderany extension thereof, and for a period of two (2) years after his employment ceases, the Executive agrees thatEmployee shall not, during (A) his/her period unless acting pursuant hereto or with the prior written consent of employment with the Board of Directors of the Company, and directly or indirectly: (Ba) in solicit business from or perform services for, any person, company or other entity which at any time during the event that Executive resigns or ExecutiveEmployee's employment is terminated by the Company for any reason, during the period which is a client or customer of the Company is paying if such business or services are of the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received same general character as those engaged in or performed by the Executive immediately prior to Company; (b) solicit for employment or in any other fashion hire any of the Termination Date), such period not to exceed one year employees of the Company; (the "Noncompete Period"), he shall not directly or indirectly c) own, manage, controloperate, finance, join, control or participate inin the ownership, consult withmanagement, render services foroperation, financing or control of, or in any manner engage inbe connected as an officer, director, employee, partner or principal with any business competing directly or indirectly with enterprise engaged in the business as now of debt collection or hereafter conducted any other business engaged in by the Company or any of its Subsidiaries affiliates in all those geographic areas in which are logical extensions the Company or any of its affiliates does business; (d) use of permit his name to be used in connection with any business or enterprise engaged in the Company's current business, within business of debt collection or any metropolitan other business engaged in by the Company or any of its affiliates in all those geographic area in which the Company or any of its Subsidiaries engages affiliates does business; or (e) use the name of the Company or has definitive plans any name similar thereto, but nothing in this clause shall be deemed, by implication, to engage authorize or permit use of such name after expiration of the period covered by this paragraph. In the event that any provisions of this paragraph should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such business; providedjurisdiction to the maximum time, that (x) geographic, service or product limitations permitted to applicable law. Furthermore, the Executive above restrictions shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) waived by the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after Employee is dismissed as a result of a merger or other business combination by the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall Company. The foregoing restrictions are not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or intended in any way interfere with to restrict the relationship between Employee's ability to resume his professional practice as an attorney or otherwise limit the scope and nature of such practice after his employment by the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handceases. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's ’s employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's ’s salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "“Noncompete Period"”), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's ’s current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's ’s agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's ’s employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a3(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a3(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement Executive recognizes and understands that in performing the responsibilities of his employment, he will occupy a position of fiduciary trust and confidence, pursuant to which he will develop and acquire experience and knowledge with respect to Luby’s business. It is the Company to enter into this Agreement expressed intent and issue the Shares hereunder, the agreement of Executive agrees that, during (A) his/her period of employment with the Company, and (B) Luby’s that such knowledge and experience shall be used exclusively in the event furtherance of the interests of Luby’s and not in any manner which would be detrimental to Luby’s interests. In consideration of the benefits herein, Executive therefore agrees that so long as he is employed by Luby’s and for the Covenant Period after termination of Executive’s employment, Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall will not directly or indirectly own, manage, control, participate in, consult with, render services for, or indirectly: (a) engage in any manner engage inother "cafeteria-style" restaurant business (as defined in the resolution of the Board of Directors of the Company dated March 7, 2001 adopted in connection with Executive's initial employment by the Company) or own any business competing interests whether as an owner, shareholder, joint venturer, partner or otherwise, in any other association or entity that engages, directly or indirectly with the indirectly, in any "cafeteria-style" restaurant business as now or hereafter conducted by the Company in each case in any state where Luby's or any of its Subsidiaries which affiliates are logical extensions conducting business on the date of this Agreement or in any contiguous state; provided, however, that nothing herein shall prohibit Executive from holding or making passive investments in limited partnerships or corporations whose securities are traded in a generally recognized market provided that Executive's interest, together with those of his Affiliates and family do not exceed 1% of the Companyoutstanding shares or interests in such corporation or partnership; (b) render advice or services to, or otherwise assist, any other person, association, or entity engaged, directly or indirectly, in any "cafeteria-style" restaurant business in any state where Luby's current business, within or its affiliates conduct business on the date of this Agreement or in any metropolitan area in which the Company contiguous state; or (c) contact or solicit any employee of Luby’s or any of its Subsidiaries engages affiliates to induce them to terminate his or has definitive plans to engage in her employment with Luby’s or such business; providedaffiliates. For the avoidance of doubt, that (x) the Executive term “cafeteria-style” restaurant business shall not be precluded from purchasing or holding publicly-traded securities of include any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation following restaurants or businesses in the business of such entity manner in which they are currently operated: Barry’s Pizza (Airport); Dot Coffee Shop; Xxxxxx Bar-B-Q; Xxxxxx Bar-B-Q Catering; Xxxxxx Bros. Steakhouse; Xxxxxx Burger; Xxxxxx Catering; Xxxxxx Delivery; Pappasito’s Cantina; Xxxxxx Seafood House; Pappadeaux Seafood Kitchen; and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this AgreementYia Yia Mary’s Xxxxxx Greek Kitchen. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement to During the Company to enter into this Agreement Employment Term and issue until the Shares hereunder, the Executive agrees that, during later of (A) his/her period the second anniversary of the Company’s initial public offering (the “Post-Closing Restricted Period”) and (B) the second anniversary of Executive’s termination of employment with the CompanyCompany Group (such actual period of restriction whether such period ends upon or after the expiration of the Post-Closing Restricted Period, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date“Restricted Period”), such period not to exceed one year Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or business organization, entity or enterprise whatsoever (the "Noncompete Period"“Person”), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, solicit or assist in any manner engage in, any business competing directly or indirectly soliciting in competition with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in Group the business of such entity and any then current or prospective client or customer with whom Executive (yor Executive’s direct reports) had personal contact or dealings on behalf of the Company shall have notified during the Executive one-year period preceding Executive’s termination of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreementemployment. (ii) During the Noncompete Restricted Period, the Executive shall will not directly or indirectly indirectly: (A) engage in any business activities involving any lithium-based battery or storage system for any commercial use (a “Competing Business”), individually or through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiariesan entity, as an employee, director, officer, owner, investor, partner, member, consultant, contractor, agent, joint venture, or otherwise, in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and geographical area where any member of the Company Group engages in its business; (B) acquire a financial interest in, or otherwise become actively involved with, any Competing Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (C) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Company Group and any of its Subsidiariestheir clients, on the other handcustomers, suppliers, partners, members or investors. (iii) The provisions of this Section 5(a) shall survive any termination of Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of a Competing Business which is publicly traded on a national or regional stock exchange or on the over-the-counter-market if Executive does not, directly or indirectly, own 5% or more of any class of securities of such Person. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. The following noncompetition provisions shall apply: (i) As an inducement to The Executive shall not, at any time during his employment with the Company to enter into this Agreement and issue or the Shares hereundertwelve (12) month period commencing on the day immediately following the date (the “Termination Date”) on which his employment with the Company terminates for any reason, without the consent of the Board, directly or indirectly engage in any activity that the Board, in the exercise of its reasonable business judgment, determines is competitive with the Company’s business whether alone, as a partner of any partnership or joint venture, or as an officer, director, employee, independent contractor, consultant, or investor (a “Competitive Activity”). In furtherance of the immediately foregoing sentence, the Executive agrees thatshall promptly notify the Board (or its representative) in advance in writing (which shall include a description of the activity) of his intention to engage in any activity which could reasonably be deemed to be subject to this noncompetition provision, during and the Board shall respond to the Executive in writing within 10 calendar days indicating its approval or objections to the Executive’s engagement in the activity; provided, however, that if the Board (Aor its representative) his/her does not respond to or request additional information from the Executive within such ten (10) day period the Board’s approval shall be deemed to be granted. If the Executive fails to notify the Board of employment his intended activity in advance, the Board shall retain all its rights of objections. Notwithstanding the preceding provisions of this subsection (a)(i), this subsection (a)(i) shall not be construed as preventing the Executive from investing his personal assets in any business that competes with the Company, and (B) in such form or manner as will not require any services on the part of the Executive in the event that Executive resigns or Executive's employment is terminated by operation of the Company for any reasonaffairs of the business in which such investments are made, during the period which the Company is paying but only if the Executive severance compensation does not own or control five percent (which shall be at a rate and an amount equal to 5%) or more of any class of the Executive's salary and health outstanding stock, or of any profits interest or capital interest (as applicable), of such business. (ii) The payments, benefits, and other insurance benefits received by entitlements under this Agreement are being made in consideration of, among other things, the Executive immediately prior to the Termination Date)obligations of this Section 5 and, such period not to exceed one year (the "Noncompete Period")in particular, he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly compliance with the business as now or hereafter conducted by the Company or any Section 5(a) of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such businessthis Agreement; provided, however, that (x) all such payments, benefits, or other entitlements under the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities Agreement are subject to and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, conditioned upon the Executive's agreement set forth ’s entering into the Release and Agreement referred to in clause (BSection 6(i) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (iiiii) During the Noncompete Periodtwenty-four (24) month period commencing on the day immediately following the Termination Date, the Executive shall not directly or indirectly through another entity (iA) induce influence or attempt to induce influence any employee person, firm, association, partnership, corporation, or other entity that is a contracting party with the Company to terminate any written agreement with the Company, except to the extent the Executive is acting on behalf of the Company in good faith, or (B) hire or attempt to hire for employment any person who is employed by the Company, or attempt to influence any such person to terminate employment with the Company, except to the extent the Executive is acting on behalf of the Company in good faith; provided, however, that nothing herein shall prohibit the Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv) During the Term of Employment and for the twenty-four (24) month period immediately thereafter, the Executive shall not publicly criticize or disparage the Company, any Related Company, or any director, officer, executive, or agent of the Company or any of its Subsidiaries to leave the employ of the Company or any of its SubsidiariesRelated Company, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handas may be required by law. (iiiv) The provisions During the Term of this Section 5(aEmployment and for the twenty-four (24) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingmonth period immediately thereafter, the parties hereto agree that Company shall not issue any defamatory statements about the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawExecutive.

Noncompetition. Ancillary to the promises contained in this -------------- Agreement, and to preserve the goodwill and Confidential Information of FCC transferred to the Parent and the Surviving Company, FSB and Xxxxxxxx agree that none of them, whether singly or in combination, will, (i) As an inducement for a period of three (3) years after the Effective Time, directly engage in (except for Section 5.2(g)(ii) herein), or establish a subsidiary to the Company to enter into this Agreement and issue the Shares hereunderengage in, the Executive agrees that, during (A) his/her period business of employment with the Companypurchasing retail installment contracts for home improvement loans from contractors, and (Bii) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the a period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days two years after the Termination DateEffective Time, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce purchase any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor company or other business relation entity whose portfolio of home improvement loans is more than twenty percent (20%) of the Company total loan portfolio of such target company. Notwithstanding any other provision of this Agreement or any of its Subsidiaries to cease doing business with such memberthe Operative Documents, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a5.2(g) shall survive terminate if the Parent or the Surviving Company ceases to conduct the Business, dissolves, or files or becomes subject to a petition in bankruptcy. FSB and Xxxxxxxx agree that that Surviving Company (or Parent or its Affiliates) may, in addition to any termination of this Agreement. remedy which the Surviving Company (ivor Parent or its Affiliates) Ifmay have at law or in equity, at the time of enforcement of this Section 5(a), a apply to any court of competent jurisdiction shall hold that for the duration, scope entry of an immediate order to restrain or area restrictions stated herein are unreasonable under circumstances then existingenjoin the breach of this covenant and to otherwise specifically enforce the provisions of this covenant. Further, the parties hereto agree that existence of any potential or alleged claim or cause of action of the maximum durationMembers against the Surviving Company, scope the Parent or area reasonable under such circumstances any other party, whether predicated on this Agreement or otherwise, except as provided in the Escrow Agreement, will not constitute a defense to the enforcement by any party of the covenants contained in Sections 5.2(f) and 5.2(g). Nothing in this Agreement shall be substituted construed to limit any obligation of confidentiality or noncompetition contained in any Employment Agreement, and if any Member has such an Employment Agreement, such two agreements shall be construed so as to provide the greater protection for the stated durationSurviving Company, scope or area Parent, and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawits Affiliates.

Noncompetition. (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a4(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a4(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement In consideration of the premises hereof and in further consideration of the Company's promise to disclose to Executive confidential information and Proprietary Information of the Company to enter into this Agreement as set forth in Section 6, and issue the Shares hereunder, the experience Executive agrees that, during (A) his/her period of will gain throughout his employment with the Company, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Executive expressly agrees, confirms, represents and covenants for the benefit of the Company, as follows: (Ba) During the Non-Compete Period (as defined below), the Executive shall not engage either directly or indirectly in competition with the Company, or any of its successors or affiliates, within the Applicable Territory (defined below), and in particular, the Executive shall not, as owner, operator, manager, employee, consultant, independent contractor, agent, salesperson, officer, director, shareholder, investor, guarantor, partner or member of a joint venture, or otherwise, directly or indirectly, engage in any manner in the event that Executive resigns or Executive's employment is terminated by Business (defined below) within the Company for Applicable Territory. For purposes of this Agreement, the term "Applicable Territory" shall mean and include all of the United States of America, Western Europe and Canada and any reason, during the period other country in which the Company is paying engaged in Business during the term hereof, and the term "Business" shall mean any enterprise whose primary business is selling information about companies, people and industries to other businesses in direct competition with Company, including but not limited to [*], as well as any new entities (including entities that Executive severance compensation (which may found), that are actively engaged in the provision of business information to users on a paid, subscription basis; provided that in order to enforce this non-competition restriction as against such an additional entity, the Company shall be at a rate and an amount equal have given notice to Executive of the inclusion of such additional entity to the Executive's salary and health and other insurance benefits received by the Executive immediately restricted employer list at least thirty (30) days prior to the Termination Date)date on which Executive was terminated; provided that if the existence of such new company does not become generally known within the business community until after Executive's termination, the Company shall have thirty (30) days from the earlier of the date on which it became aware of the existence of such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services forentity, or the date on which it should reasonably have become aware of the existence of such entity based on publicly available information, to inform Executive of the application of this provision to such entity; and any other business engaged in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of subsidiaries or affiliates during the Company's current business, within Term other than any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein incidental to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee operations of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere subsidiaries taken together as a whole; ------------ [*] Indicates that material has been omitted and confidential treatment requested therefor. All such material has been filed separately with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt Commission pursuant to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handRule 406. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement Each of Shareholders agrees that the following provisions of this Section are intimately linked to the Company to other transactions contemplated by this Agreement, and each Shareholder acknowledges that Buyer would not enter into this Agreement without each Shareholder agreeing to be bound by the following provisions from the date hereof until the Ending Date (as hereinafter defined): (a) Except as expressly approved (which approval shall not be unreasonably withheld) by Buyer, each Shareholder agrees that from and issue after the Shares hereunderdate of this Agreement until two (2) years after the date any employment or consulting arrangement between such Shareholder and Buyer terminates, the Executive agrees thatunless a Shareholder-employee is terminated without Cause, during (A) his/her period of employment with the Company, and (B) as defined in the event that Executive resigns or Executive's employment is terminated by Employment Agreements attached hereto as Exhibits 5.4.1 and 5.4.2, in which case the Company noncompetition provisions of the applicable Employment Agreement and this Section 6.2 shall not apply for any reason, during period after the period which termination of the Company is paying employment of such Shareholder and Buyer (with such termination date being referred to herein as the Executive severance compensation (which shall be at a rate and an amount equal "Ending Date" with respect to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Dateeach Shareholder), such period not to exceed one year (the "Noncompete Period"), that he or she shall not directly or indirectly ownindirectly: (i) except in connection with any duties as an officer or employee of Buyer, managesolicit, controldivert or attempt to solicit or divert any party who is or was a client, participate in, consult with, render services forcustomer or supplier of Seller and/or Buyer, or in any manner engage in, accept any business competing or remuneration, directly or indirectly with the business as now indirectly, from any party who is or hereafter conducted by the Company was a client, customer or any supplier of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement.Seller and/or Buyer; (ii) During during the Noncompete Period, one-year period immediately following the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee date of termination of the Company employment or any of its Subsidiaries consulting arrangement, employ, solicit for employment or encourage to leave the employ of the Company their employment, in each case, either as an employee, agent or any of its Subsidiariesrepresentative, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was during the two-year period prior to such employment, solicitation or encouragement or is an employee officer, employee, agent or representative of Seller or Buyer; (iii) disturb, or attempt to disturb, any business relationship between any third party and Seller or Buyer; or (iv) make any statement to any third party, including the press or media, likely to result in adverse publicity for Seller or Buyer. (b) In the event of actual or threatened breach of the Company provisions of this Section, Buyer, in addition to any other remedies available to it for such breach or threatened breach, including the recovery of damages, shall be entitled to an injunction restraining any or all of its Subsidiaries Shareholders, as appropriate, from such conduct. (c) If at any time during Executive's employment period except for any of the provisions of this Section shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to duration, area, scope of activity or otherwise, then this Section shall be considered divisible (with the other provisions to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to be immediately amended to include only such employees who have been terminated for at least six months or (iii) induce or attempt time, area, scope of activity and other restrictions, as shall be determined to induce any customer, supplier, licensee, franchisor be reasonable and enforceable by the court or other business relation of body having jurisdiction over the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one handmatter, and each Shareholder expressly agrees that this Agreement, as so amended, shall be valid and binding as though any member of the Company invalid or any of its Subsidiaries, on the other handunenforceable provision had not been included herein. (iiid) The provisions of this Section 5(a) shall survive be in addition to, and not in limitation of, any termination other provisions contained in any other agreement restricting competition by any or all of this AgreementShareholders. (ive) IfShareholders shall not, at directly or indirectly, (i) disclose, or (ii) use for their own benefit, or for the time benefit of enforcement any other Person (other than, in the case of this Section 5(a(a) below, the Seller or an Affiliate of the Seller), (a) any secret or confidential information, lists of clients, customers or suppliers, information relating to any clients, customers or suppliers, or any other data of or pertaining to the Seller or to any Affiliate of the Seller, their respective businesses or financial affairs, or their products which are not a court matter of competent jurisdiction shall hold that the duration, scope public knowledge or area restrictions stated herein are unreasonable under circumstances then existing(b) any Buyer Confidential Information (collectively, the parties hereto agree "Confidential Information"). Each Shareholder agrees that upon termination of any such Shareholder's employment or consulting agreement with Buyer for any reason and upon the maximum durationrequest of Buyer on or after the Closing Date, scope he or area reasonable under she will immediately deliver to Buyer all original papers, books, manuals, lists, correspondence and documents containing or relating to the Confidential Information, together with all copies thereof, except that each Shareholder may keep copies of such circumstances materials as shall be substituted for the stated duration, scope necessary to permit such Shareholder to prepare his or area and that such court shall be allowed her tax returns or to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawcomply with any other legal requirements.

Noncompetition. (a) From and after the Effective Time, until the fourth anniversary of the Closing Date (the “Covenant Period”), each of the Sellers agree that neither it nor any of its respective subsidiaries will anywhere in the world (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly ownengage in the Fastener Business, or (ii) directly or indirectly invest in, manage, control, participate in, consult with, render services foroperate, participate in or control as a partner, stockholder or consultant, or in any manner engage otherwise have an equity interest exceeding five percent in, any business competing Person that competes with the Fastener Business (the “Noncompetition Agreement”). Without limiting the foregoing, during the Covenant Period, none of the Sellers or any of their respective subsidiaries shall (i) directly or indirectly with serve as a consultant to any of the business as now or hereafter conducted by Sellers’, the Company Buyer’s or any of its Subsidiaries which are logical extensions their then subsidiaries competitors that compete with the Fastener Business, or (ii) engage or participate in any effort or act to induce any of the Company's current businesscustomers, within any metropolitan area in which suppliers, associates or independent contractors of the Company Fastener Business, the Buyer or any of its Subsidiaries engages the Buyer’s Table of Contents subsidiaries to take any action or has definitive plans refrain from taking any action or inaction that could be reasonably be foreseen to engage in such business; providedbe disadvantageous to the Fastener Business, that (x) the Executive shall not be precluded from purchasing Buyer or holding publicly-traded securities the Buyer’s subsidiaries, including without limitation, the solicitation of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries parties to cease doing business with such memberthe Fastener Business, the Buyer or in the Buyer’s subsidiaries. Notwithstanding the foregoing, during the Covenant Period, none of the Sellers or any way interfere of their subsidiaries shall be prohibited from (i)(x) acquiring a business if no more than 10% of its revenues are derived from activities that are competitive with the relationship between Fastener Business or (y) acquiring a business if more than 10% of its revenues are derived from activities that are competitive with the Fastener Business so long as the Sellers or their subsidiaries use commercially reasonable efforts to sell, discontinue or otherwise dispose of such business within a reasonable period of time after it is acquired (but no later than 12 months after such acquisition) or (ii) engaging in the businesses operated by Xxxxxxxxx Xxxxxxxxxxxxx Company and the APS division of Xxxxxxxxx Holding as such businesses are operated as of the Closing Date. (b) For a period of four years after the Effective Time, neither the Parent nor any of its subsidiaries shall solicit or rehire (other than as a result of a public advertisement or general solicitation not specifically targeted at Fastener Business Employees) any Fastener Business Employees, unless the Buyer consents in writing to such solicitation or rehire, provided that the foregoing will not (i) prevent the Parent from soliciting or rehiring any such customer, supplier, licensee, franchisor or business relation, on Fastener Business Employees after the one hand, and any member termination of such employee’s employment by the Company Buyer or any of its Subsidiariessubsidiaries, on (ii) prohibit the Parent from placing public advertisements or conducting any other handform of general solicitation which is not specifically targeted at Fastener Business Employees or (iii) prohibit the Parent from soliciting or rehiring any Fastener Business Employee if such employee has not been employed by the Buyer for 12 consecutive months. For a period of four years after the Effective Time, neither the Buyer nor any of its subsidiaries shall solicit or hire any employee of the Parent or any of its subsidiaries, unless the Parent consents in writing to such solicitation or hire, provided that the foregoing will not (i) prevent the Buyer from soliciting or hiring any such employee of the Parent after the termination of such employee’s employment by the Parent or any of its subsidiaries, (ii) prohibit the Buyer from placing public advertisements or conducting any other form of general solicitation which is not specifically targeted at employees of the Parent, (iii) prohibit the Buyer from soliciting or hiring any employee of the Parent if such employee has not been employed by the Parent for 12 consecutive months or (iv) prohibit the Buyer from hiring any Transferred Employees in accordance with Section 6.1(a). (iiic) The It is the intention of the parties to this Agreement that the provisions of this Section 5(a) 5.10 shall survive be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. If any termination of this Agreement. (iv) If, at the time of enforcement particular provisions or portion of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances 5.10 shall be substituted for the stated durationadjudicated to be invalid or unenforceable, scope or area and that such court this Section shall be allowed deemed amended to revise delete therefrom such provision or portion adjudicated to be invalid or unenforceable; such amendment to apply only with respect to the restrictions contained herein to cover operation of such Section in the maximum period, scope and area permitted by lawparticular jurisdiction in which such adjudication is made.

Noncompetition. (i) As an inducement Each of the Shareholders and SPI agree that the following provisions of this Section are intimately linked to the Company to other transactions contemplated by this Agreement, and each Shareholder and SPI acknowledge that Infodata would not enter into this Agreement without each Shareholder and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated SPI agreeing to be bound by the Company for any reason, during following provisions from the period which date hereof until the Company is paying the Executive severance compensation Ending Date (as hereinafter defined): (a) Except as expressly approved (which approval shall not be at a rate unreasonably withheld) by Infodata, each Shareholder and an amount equal to the Executive's salary and health and other insurance benefits received SPI (for so long as SPI remains controlled by the Executive immediately prior to Shareholders) agrees that from and after the Termination date of this Agreement until the second anniversary of the Effective Date), such period not to exceed one year (the "Noncompete Period"), that he or it shall not directly or indirectly ownindirectly: (i) except in connection with any duties as a director, manageofficer or employee of AMBIA or Infodata, controldivert or attempt to divert any party who is or was an existing or prospective client, participate in, consult with, render services forcustomer or supplier of AMBIA and/or Infodata from engaging in business with AMBIA or Infodata, or provide any services or products to or engage in any manner engage in, any business competing directly that is competitive with Infodata's or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the CompanyAMBIA's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement.Business; (ii) During during the Noncompete Periodone-year period immediately following the Effective Date, the Executive shall not directly solicit for employment or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries encourage to leave the employ of the Company their employment, in each case, either as an employee, agent or any of its Subsidiariesrepresentative, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was during the two-year period prior to such solicitation or encouragement or is an employee officer, employee, agent or representative of AMBIA or Infodata; (iii) disturb, or attempt to disturb, any business relationship between any third party and AMBIA or Infodata; or (iv) make any statement to any third party, including the press or media, which is false or defamatory regarding either AMBIA or Infodata. (b) In the event of actual breach of the Company provisions of this Section, Infodata, in addition to any other remedies available to it for such breach or threatened breach, including the recovery of damages, shall be entitled to seek an injunction restraining any or all of its Subsidiaries Shareholders or SPI, as appropriate, from such conduct. (c) If at any time during Executive's employment period except for any of the provisions of this Section shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to duration, area, scope of activity or otherwise, then this Section shall be considered divisible (with the other provisions to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to be immediately amended to include only such employees who have been terminated for at least six months or (iii) induce or attempt time, area, scope of activity and other restrictions, as shall be determined to induce any customer, supplier, licensee, franchisor be reasonable and enforceable by the court or other business relation of body having jurisdiction over the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one handmatter, and each Shareholder and SPI expressly agrees that this Agreement, as so amended, shall be valid and binding as though any member of the Company invalid or any of its Subsidiaries, on the other handunenforceable provision had not been included herein. (iiid) The provisions of this Section 5(a) shall survive be in addition to, and not in limitation of, any termination other provisions contained in any other agreement restricting competition by any or all of this Agreementthe Shareholders or SPI. (ive) IfThe Shareholders and SPI shall not, at directly or indirectly, (i) disclose, or (ii) use for their own benefit, or for the time benefit of enforcement any other Person (other than, in the case of (a) below, AMBIA or an Affiliate of AMBIA), (a) any secret or confidential information, lists of clients, customers or suppliers, information relating to any clients, customers or suppliers, or any other data of or pertaining to AMBIA or to any Affiliate of AMBIA, their respective businesses or financial affairs, or their products which are not a matter of public knowledge or (b) any Infodata Confidential Information (collectively, the "Confidential Information"). Each Shareholder agrees that upon termination of any such Shareholder's employment or consulting agreement with Infodata for any reason and upon the request of Infodata on or after the Closing Date, he will immediately deliver to Infodata all original papers, books, manuals, lists, correspondence and documents containing or relating to the Confidential Information, together with all copies thereof, except that each Shareholder may keep copies of such materials as shall be necessary to permit such Shareholder to prepare his tax returns or to comply with any other legal requirements. Each of the parties agrees that, from the date of this Section 5(a)Agreement until the Effective Date, a court of competent jurisdiction shall hold that the durationit will not, scope directly or area restrictions stated herein are unreasonable under circumstances then existingindirectly, the parties hereto agree that the maximum duration(i) disclose, scope or area reasonable under such circumstances shall be substituted (ii) use for its own benefit, or for the stated durationbenefit of any other Person any secret or confidential information, scope lists of clients, customers or area suppliers, information relating to any clients, customers or suppliers, or any other data of or pertaining to any of the other parties or their Affiliates, their respective businesses, financial affairs, or their services or products which are not a matter of public knowledge and that such court shall be allowed which were obtained in connection with work performed for or related to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawAMBIA and/or Infodata.

Noncompetition. (ia) As an inducement to From and after the Company to enter into this Agreement and issue Effective Time, until the Shares hereunder, fourth anniversary of the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year Closing Date (the "Noncompete Covenant Period"), he shall not each of the Sellers agree that neither it nor any of its respective subsidiaries will anywhere in the world (i) directly or indirectly ownengage in the Fastener Business, or (ii) directly or indirectly invest in, manage, control, participate in, consult with, render services foroperate, participate in or control as a partner, stockholder or consultant, or in any manner engage otherwise have an equity interest exceeding five percent in, any business competing Person that competes with the Fastener Business (the "Noncompetition Agreement"). Without limiting the foregoing, during the Covenant Period, none of the Sellers or any of their respective subsidiaries shall (i) directly or indirectly with serve as a consultant to any of the business as now or hereafter conducted by Sellers', the Company Buyer's or any of its Subsidiaries which are logical extensions their then subsidiaries competitors that compete with the Fastener Business, or (ii) engage or participate in any effort or act to induce any of the Company's current businesscustomers, within any metropolitan area in which suppliers, associates or independent contractors of the Company Fastener Business, the Buyer or any of its Subsidiaries engages the Buyer's subsidiaries to take any action or has definitive plans refrain from taking any action or inaction that could be reasonably be foreseen to engage in such business; providedbe disadvantageous to the Fastener Business, that (x) the Executive shall not be precluded from purchasing Buyer or holding publicly-traded securities the Buyer's subsidiaries, including without limitation, the solicitation of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries parties to cease doing business with such memberthe Fastener Business, the Buyer or in the Buyer's subsidiaries. Notwithstanding the foregoing, during the Covenant Period, none of the Sellers or any way interfere of their subsidiaries shall be prohibited from (i)(x) acquiring a business if no more than 10% of its revenues are derived from activities that are competitive with the relationship between Fastener Business or (y) acquiring a business if more than 10% of its revenues are derived from activities that are competitive with the Fastener Business so long as the Sellers or their subsidiaries use commercially reasonable efforts to sell, discontinue or otherwise dispose of such business within a reasonable period of time after it is acquired (but no later than 12 months after such acquisition) or (ii) engaging in the businesses operated by Xxxxxxxxx Aerostructure Company and the APS division of Xxxxxxxxx Holding as such businesses are operated as of the Closing Date. (b) For a period of four years after the Effective Time, neither the Parent nor any of its subsidiaries shall solicit or rehire (other than as a result of a public advertisement or general solicitation not specifically targeted at Fastener Business Employees) any Fastener Business Employees, unless the Buyer consents in writing to such solicitation or rehire, provided that the foregoing will not (i) prevent the Parent from soliciting or rehiring any such customer, supplier, licensee, franchisor or business relation, on Fastener Business Employees after the one hand, and any member termination of such employee's employment by the Company Buyer or any of its Subsidiariessubsidiaries, on (ii) prohibit the Parent from placing public advertisements or conducting any other handform of general solicitation which is not specifically targeted at Fastener Business Employees or (iii) prohibit the Parent from soliciting or rehiring any Fastener Business Employee if such employee has not been employed by the Buyer for 12 consecutive months. For a period of four years after the Effective Time, neither the Buyer nor any of its subsidiaries shall solicit or hire any employee of the Parent or any of its subsidiaries, unless the Parent consents in writing to such solicitation or hire, provided that the foregoing will not (i) prevent the Buyer from soliciting or hiring any such employee of the Parent after the termination of such employee's employment by the Parent or any of its subsidiaries, (ii) prohibit the Buyer from placing public advertisements or conducting any other form of general solicitation which is not specifically targeted at employees of the Parent, (iii) prohibit the Buyer from soliciting or hiring any employee of the Parent if such employee has not been employed by the Parent for 12 consecutive months or (iv) prohibit the Buyer from hiring any Transferred Employees in accordance with Section 6.1(a). (iiic) The It is the intention of the parties to this Agreement that the provisions of this Section 5(a) 5.10 shall survive be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. If any termination particular provisions or portion of this AgreementSection 5.10 shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable; such amendment to apply only with respect to the operation of such Section in the particular jurisdiction in which such adjudication is made. (ivd) If, at Each of the time of enforcement Sellers acknowledges that the Buyer would be irreparably harmed by any breach of this Section 5(a), a court 5.10 and that there would be no adequate remedy at Law or in damages to compensate the Buyer for any such breach. Each of competent jurisdiction shall hold the Sellers agrees that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances Buyer shall be substituted for entitled to injunctive relief requiring specific performance by each of the stated durationSellers of this Section 5.10, scope or area and that such court shall be allowed Sellers consent to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawentry thereof.

Noncompetition. 9.1 Upon the terms and subject to the conditions set forth in this Section 9, Odontex covenants and agrees that, as a material consideration running to NexMed for NexMed's payments hereunder, for a period of five years from and after the Closing Date, Odontex will neither permit Odontex's name to be used by nor engage in nor carry on, directly or indirectly, either for itself or as a member of a partnership or as a stockholder, investor, agent, associate or consultant of any person, partnership or corporation (other than NexMed) any business in competition with the business relating to the Topical Technology, the Patents and/or the Technical Information as carried on by Odontex on the Closing Date, but only for as long as such like business is carried on by (i) As an inducement NexMed or any subsidiary or affiliate of NexMed, or (ii) any person, corporation, partnership, trust or other organization or entity deriving title from NexMed to the Company business relating to enter into this Agreement and issue the Shares hereunderTopical Technology, the Executive Patents and the Technical Information being carried on by Odontex on the Closing Date, in any county in which NexMed conducts business, or in any other county in any state of the United States, or in any country or political subdivision of the world. The parties intend that the covenants contained in this Section 9.1 shall be deemed to be a series of separate covenants, one for each county in each state of the United States and for each country and political subdivision of the world and, except for geographic coverage, each such separate covenant shall be identical in terms to the covenant contained in this Section 9.1. Odontex further covenants and agrees that, during (A) his/her that for a period of five (5) years from and after the Closing Date, Odontex will not recruit, hire, assist others in recruiting or hiring, discuss employment with with, or refer to others concerning employment, any person who is, or within the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the twelve-month period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date)Closing Date was, an employee of Odontex, NexMed or a subsidiary or affiliate of either. 9.2 The term of the covenants contained in Section 9.1 hereof shall be tolled for the period commencing on the date any successful action is filed for injunctive relief or damages arising out of a breach by Odontex of Section 9.1 hereof and ending upon final adjudication (including appeals) of such period not to exceed one year (the "Noncompete Period")action. 9.3 If, he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage injudicial proceeding, the court shall refuse to enforce all of the separate covenants contained in Section 9.1 hereof because the time limit is too long, it is expressly understood and agreed between the parties hereto that for purposes of such proceeding such time limitation shall be deemed reduced to the extent necessary to permit enforcement of such covenants. If, in any judicial proceeding, the court shall refuse to enforce all of the separate covenants contained in Section 9.1 hereof because it is more extensive (whether as to geographical area, scope of business competing directly or indirectly with otherwise) than necessary to protect the business as now or hereafter conducted by and goodwill of NexMed, it is expressly understood and agreed between the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, parties hereto that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business for purposes of such entity proceeding, the geographical area, scope of business or other aspect shall be deemed reduced to the extent necessary to permit enforcement of such covenants. 9.4 Odontex acknowledges that a breach of Section 9.1 hereof would cause irreparable damage to NexMed, and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignationOdontex's actual or threatened breach of the provisions of Section 9.1 hereof, within five days after NexMed shall be entitled to a temporary restraining order and an injunction restraining Odontex from breaching such covenants without the Termination Datenecessity of posting bond or proving irreparable harm, and (2) in such being conclusively admitted by Odontex. Nothing shall be construed as prohibiting NexMed from pursuing any other available remedies for such breach or threatened breach, including the event recovery of termination, on or before damages from Odontex. Odontex acknowledges that the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement restrictions set forth in clause (B) above shall not apply this Agreement are reasonable in scope and duration, given the event that the Termination Date occurs after the fifth anniversary nature of the date business of this AgreementNexMed. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement to a. Employee agrees that during the Company to enter into term of this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) year after the Employment Termination Date (except that in the event of resignation, within five days after termination or nonrenewal by the Termination Date, Company during the period commencing six (6) months preceding the date of a Change in Control and ending two (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of years following the date of a Change in Control, neither clause (i) of this Agreement. Section 10(a) nor Section 10(b) shall apply to Employee), Employee shall not (i) directly or indirectly solicit any person (natural or otherwise) to develop, construct, purchase or sell any multifamily or retail real estate or a mortgage loan financing such type of real estate if the person being solicited is or had been a developer or contractor with, or purchaser from or seller to, the Company of such type of property during the twelve (12) months prior to the Employment Termination Date or (ii) During the Noncompete Period, the Executive shall not directly recruit or indirectly through another entity (i) induce otherwise solicit or attempt to induce any person who is at the time an employee or consultant of the Company to terminate his employment with, or otherwise cease his relationship with, the Company, or hire any of its Subsidiaries to leave such employee or consultant who has left the employ of the Company within one (1) year after termination of such employee's employment or any of its Subsidiaries, or in any way interfere consultant's relationship with the relationship between the Company or Company, provided, however, that Employee may recruit any of its Subsidiaries and any employee thereof, (ii) hire any person who was an former employee of the Company or any of its Subsidiaries at any time during Executive's whose employment period except for such employees who have has been terminated by the Company and, provided further, that if Employee has terminated his employment of his own volition, this restriction upon recruiting employees or consultants shall run for two (2) years after the Employment Termination Date. For example, if the term hereunder is not renewed pursuant to Section 22 hereof, then for a one-year period following the date of such nonrenewal, Employee shall be subject to this Section 10(a) and Section 10(b) hereof; provided, however, that if a Change in Control occurs during the six-month period following the date of such nonrenewal (and such nonrenewal has been at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation the election of the Company or any of its Subsidiaries Company), Employee shall not be subject to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. clause (iiii) The provisions of this Section 5(a10(a) shall survive any termination or Section 10(b) hereof from and after the date of such Change in Control. By way of additional example, if a Change in Control occurs and an Employment Termination Date occurs (other than an Employment Termination Date occurring as a result of Employee's election not to renew this Agreement. ) during the two-year period commencing on the date of the Change in Control, Employee shall not be subject to clause (ivi) If, at the time of enforcement of this Section 5(a10(a) or Section 10(b) hereof from and after the Employment Termination Date." The first sentence of Section 11 of the Agreement is amended in its entirety to read as follows: "Employee acknowledges that the Company would not have an adequate remedy at law for money damages if the covenants contained in Sections 8 (Non-Disclosure), a court 9 (Return of competent jurisdiction shall hold that the durationCompany Property) or 10 (Noncompetition) were not complied with in accordance with their terms, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed any breach or threatened breach thereof would result in immediate and irreparable injury to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawCompany."

Noncompetition. (i) As an inducement In furtherance of the sale of the Assets and the Business to Buyer hereunder by virtue of the Company transactions contemplated hereby and the Shareholder Purchase Agreement, and to enter into this Agreement more effectively protect the value of the Assets and issue the Shares hereunderBusinesses so sold, each of the Executive Sellers and Shareholders covenants and agrees that, during (A) his/her for a period ending on the later to occur of: the fourth anniversary of employment with the Company, and (B) in the event that Executive resigns Closing Date or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at ending on any date specified in any employment agreement between Buyer and any Shareholder regarding a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year similar covenant (the "Noncompete PeriodTerm"), he shall Sellers and Shareholders will not (a) engage, directly or indirectly ownindirectly, managein the Business anywhere within the United States and its territories and protectorates (the "Territory"); (b) solicit any Person who is or was a customer or supplier of Sellers or Shareholders during the two-year period immediately preceding the Closing Date, controlor who becomes a customer or supplier of Buyer at any time during the Term, participate for the purpose of engaging in, consult with, render services for, or assisting any Person in any manner engage engaging in, any business competing which competes directly or indirectly with the business as now Business; or hereafter conducted by the Company (c) solicit for employment any Continuing Employee or any of its Subsidiaries which are logical extensions of other Person who was, during the Company's current business, within any metropolitan area in which two-year period immediately preceding the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Closing Date, and (2) in the event of terminationor who becomes, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executivethe Term, an employee of Buyer. Notwithstanding the foregoing, nothing contained in this SECTION 5.6 shall prohibit Sellers or Shareholders from owning (in the aggregate) not more than five percent (5%) of any class of stock listed on a national securities exchange or traded in the over-the-counter market or continuing to own any interest in any noncompetitive business owned by Sellers or Shareholders as of the Closing Date. Notwithstanding the foregoing, nothing contained in this SECTION 5.6 shall prohibit any Shareholder from accepting employment with a company (other than either of Sellers) engaged in the Business, provided that (i) the Business constitutes less than fifteen percent (15%) of such company's total assets, revenue or net income; (ii) the Shareholder's employment period except for with such employees who have been terminated for at least six months or company is unrelated to the Business; and (iii) induce the Shareholder is not employed by Buyer or attempt one of its Affiliates at the time he accepts such employment. Notwithstanding the foregoing, the purposes of this SECTION 5.6.1 and Rockx X'Xxxxxxxxx xxxy, the Business as applied to induce any customer, supplier, licensee, franchisor Rockx X'Xxxxxxxxx xxxll mean only the distribution of gaming parts for other than an original equipment manufacturer or other business relation in which sales of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, gaming parts are less than 20% revenues and any member of the Company or any of its Subsidiaries, on the other hand. SUBSECTION 5.6.1 (iii) The provisions of this Section 5(aB) shall survive any termination of this Agreementonly apply to the extent Rockx X'Xxxxxxxxx xxx used Confidential Information as defined in SECTION 5.6.2 in such solicitation. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement 7.1 Competitive Activity. Executive shall be deemed to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) have engaged in the event that Executive resigns or Executive's employment is terminated by the Company for any reason"Competitive Activity" if, during the period which commencing on the Company is paying date hereof and ending on the Executive severance compensation (which shall be at a rate and an amount equal to second anniversary of the date Executive's salary and health and employment with Investors or its subsidiaries terminates, (i) Executive, for himself or on behalf of any other insurance benefits received person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with Investors or its subsidiaries in the line of business Executive is employed in by the Executive immediately prior to the Termination DateInvestors or its subsidiaries (as applicable), as such period not to exceed business is described in any employment or severance agreement then in effect between Executive and Investors or one year of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (the a "Noncompete PeriodCompeting Business"), he it being understood and agreed that Executive's activities shall not directly or indirectly ownsatisfy this clause (i) where Executive is employed by a person, managefirm, controlpartnership, participate in, consult with, render services forcorporation, or other entity engaged in any manner engage ina variety of activities, any business competing directly including the Competing Business, and Executive is not engaged in or indirectly with responsible for the business as now or hereafter conducted by the Company or any Competing Business of its Subsidiaries which are logical extensions such entity. Executive may also, without satisfying clause, (i) be a passive owner of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less more than 2% of the outstanding units publicly traded stock of any such class of securities and a Competing Business so long as Executive has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignationentity, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein except to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. extent permitted above; or (ii) During the Noncompete Period, the Executive shall not (A) directly or indirectly through another entity (i) induce entity, induces or attempt attempts to induce any employee of the Company or any of its Subsidiaries subsidiaries to leave the employ of the Company or any of its Subsidiariessubsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries subsidiaries and any employee thereof, (iiB) hire knowingly hires any person who was an employee of the Company or any of its Subsidiaries at any subsidiaries within 180 days prior to the time during such employee was hired by Executive's employment period except for such employees who have been terminated for at least six months , (C) induces or (iii) induce or attempt attempts to induce any customer, supplier, licensee, franchisor licensee or other business relation of the Company or any of its Subsidiaries subsidiaries to cease doing business with such member, the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor licensee or business relation, on relation and the one hand, and Company or any member subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its Subsidiaries, on subsidiaries and with which the other hand. (iii) The provisions Company or any of this Section 5(a) shall survive any its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of this Agreementemployment with the Company. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (a) Parent agrees that for a period of five (5) years following the Closing Date, Parent shall not, and shall cause its Affiliates not to, directly or indirectly (other than in connection with performing obligations pursuant to a Transaction Document): (x) engage in a Competitive Business, (y) license to any Person for use in any Competitive Product any registered Intellectual Property that is owned or controlled by Parent or its Affiliates, or (z) acquire any ownership interest in, or own or control, any Competitive Business or any of the businesses or entities identified on Schedule 5.15; provided, however, the foregoing shall not be construed to prevent or otherwise restrict Parent or its Affiliates from owning up to ten percent (10%) of the outstanding equity securities of any entity with equity securities listed or traded on a national stock exchange or stock market. Notwithstanding the foregoing, during the five (5)-year period following the Closing Date, Parent or any of its Affiliates may, subject to Section 5.15(b), acquire, integrate and operate the business of (i) As Covidien Plc and (ii) an inducement interest in a third party (a “Target”) that operates a division or other portion of its business (a “Division”) that is a Competitive Business if the combined annual revenues of the Target and its Subsidiaries derived from the ENT Competitive Business represent less than twenty-five percent (25%) of the combined total annual revenues of the Target and its Subsidiaries for the most recent full fiscal year then ended, provided that in the event of an acquisition described in this subpart (ii) (a “Triggering Transaction”), Parent or its Affiliates shall provide to Company, as the Company’s sole and exclusive remedy in such circumstance, a right of first refusal (the “Right of First Refusal”) to acquire (or cause one of its Affiliates to acquire) from Parent or its Affiliates that portion of the Division that engages in a ENT Competitive Business for a cash payment equal to the Division FMV (as defined below) under the following terms and conditions: (i) Parent or its Affiliates shall give Company written notice no more than thirty (30) days following the closing of a Triggering Transaction, including a full and complete description of the Division and the terms under which the Target was acquired, and access to enter into this Agreement the data room or other compilation of financial, operational and issue other due diligence information regarding the Shares hereunderDivision, upon execution of a confidentiality agreement reasonably acceptable to the Executive agrees thatparties. (ii) The fair market value of the Division (the “Division FMV”) shall be agreed to by the parties after good faith discussions. Should the parties be unable to determine the Division FMV within forty-five (45) days after delivery of the notice described in the preceding subsection (a)(i), during then an independent accounting firm or valuation expert (the “Valuation Firm”) shall be selected to determine the Division FMV. The Valuation Firm’s determination of the Division FMV (A) his/her period shall take into account (x) the Division’s size, revenue and profitability relative to the Target, and (y) all of employment with the terms and conditions of the proposed sale of the Division to Company, including the presence of, absence of or limitation on transition services or representations and warranties of the kind contemplated by Section 5.15(a)(iv) below, and (B) shall be based on valuation metrics derived by reference to the terms of the purchase and sale of the Shares and the Asset Sale, taken as a whole, without reference to the valuation metrics of Parent’s or its Affiliates’ acquisition of Target. The parties shall share the cost of the Valuation Firm’s work equally and the Valuation Firm’s determination shall be final. (iii) Company shall notify Parent within thirty (30) days after determination of the Division FMV if it intends to exercise the Right of First Refusal hereunder. (iv) The parties shall use commercially reasonable best efforts, including working diligently and in good faith, to negotiate a definitive purchase agreement (and such consents, documents or other matters reasonably necessary) for the event acquisition by Company of the Division, and if such definitive purchase agreement is entered into, to close such acquisition within one hundred twenty (120) days after the Company’s exercise of the Right of First Refusal, subject to Section 5.15(a)(v). Any definitive agreements would include representations, warranties, covenants and indemnification rights from Parent or its Affiliates that Executive resigns or Executive's employment is terminated by are at least as favorable to the Company as the representations, warranties, covenants and indemnification rights Parent or its Affiliates received with respect to the Division, or if more favorable, the Target, and any definitive agreements would not include any transition services arrangements from Parent or its Affiliates except to the extent that Parent or its Affiliates are able to pass through to Company transition services Parent or its Affiliates are entitled to receive from Target with respect to the Division. During such time, Parent or its Affiliates shall not divest or otherwise modify the Division. (v) If Company is required to obtain regulatory approvals for its purchase of the Division from Parent or its Affiliates, then Company shall proceed expeditiously to obtain the approvals, Parent and its Affiliates will cooperate with Company to obtain the approvals, and the 120-day period provided in Section 5.15(a)(iv) will commence upon issuance of the approvals in a form reasonably satisfactory to Company. (vi) If Company declines in writing to exercise the Right of First Refusal or does not exercise the Right of First Refusal within the time period set forth in Section 5.15(a)(iii), then Parent shall, or shall cause its Affiliates to, expend commercially reasonable best efforts to divest, sell or otherwise dispose of the Division to an unrelated third party over which Parent and its Affiliates exercise no control within one hundred twenty (120) days after Company declining in writing to exercise its Right of First Refusal or the expiration of the time period set forth in Section 5.15(a)(iii), whichever occurs first. (vii) Notwithstanding anything to the contrary in this Section 5.15, Parent shall, and shall cause its Affiliates to (A) cease any reason, conduct of the ENT Competitive Business within two (2) years following the consummation of any Triggering Transaction and (B) in no event use the “Xomed” or any related xxxx in connection with the conduct of the ENT Competitive Business. (viii) This Right of First Refusal shall continue in full force and effect during the period which of five (5) years following the Company is paying Closing Date with respect to any subsequent Triggering Transaction(s) notwithstanding any prior exercise or failure to exercise the Executive severance compensation Right of First Refusal with respect to any prior Triggering Transaction(s). (which ix) The parties shall be at execute, and shall cause their respective Affiliates to execute, all documents reasonably necessary to effectuate the terms hereof and effectuate the closing on Company’s acquisition of the Division should it exercise its Right of First Refusal hereunder and the parties enter into definitive agreement with respect to such acquisition. (b) Parent shall not, and shall cause its Affiliates not to for a rate and an amount equal to period of five (5) years following the Executive's salary and health and other insurance benefits received by Closing Date (i) use the Executive immediately “Xomed” or any related xxxx or (ii) use any product “SKUs” used prior to the Termination Closing Date for any of the Products, in each case on or in connection with the exploitation of any surgical instrument used in any laprascopic procedure that is independent, re-usable, handheld, non-powered, non-energized and/or not connected to a monitoring device that is part of a business of Covidien Plc acquired by Parent or its Affiliates or a Division acquired by Parent or its Affiliates in accordance with this Section 5.15 (each, an “Acquired Laproscopic Business”). (c) For a period of two (2) years from and after the Closing Date), such period Parent shall not, and shall cause its Affiliates not to exceed one year (the "Noncompete Period")to, he shall not directly or indirectly ownindirectly, managerecruit, controloffer employment, participate inemploy, consult withengage as a consultant, render services forlure or entice away, or in any other manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce persuade or attempt to induce any employee of the Company or any of its Subsidiaries persuade to leave the employ of the Company or any of its SubsidiariesAffiliates, or any Transferred Employee, the individual listed in any way interfere with the relationship between the Company Schedule 5.15(c) or any of its Subsidiaries and any employee thereof, (ii) hire any person other Person who was an employee as of the Company date hereof or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation as of the Closing is a Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handEmployee. (iiid) The provisions If the final judgment of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold declares that the duration, scope any term or area restrictions stated herein are unreasonable under circumstances then existingprovision of this Section 5.15 is invalid or unenforceable, the parties hereto agree that the maximum court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, scope or area reasonable under such circumstances shall be substituted for of the stated durationterm or provision, scope to delete specific words or area phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that such court shall comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be allowed to revise enforceable as so modified after the restrictions contained herein to cover expiration of the maximum period, scope and area permitted by lawtime within which the judgment may be appealed.

Noncompetition. (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the The Executive agrees that, during that he will not engage in Competition (Aas defined below) his/her period of employment with while he is employed by the Company, and (B) in . In the event that the Executive resigns or Executive's engages in Competition within the five-year period immediately following the termination of his employment is terminated by with the Company for any reason, during the period which the Company is paying the Executive severance compensation (which i) his Initial Option shall be at a rate immediately forfeited to the extent not previously exercised and an amount equal (ii) he shall forfeit (or, in the case of prior payment to the Executive's salary , shall repay together with interest at the "applicable federal rate", determined in accordance with Section 1274(d) of the Internal Revenue Code or any successor provision thereto) a pro rata portion of the severance payment provided for in Section 5(c)(i). Such pro rata portion shall be based upon (x) the number of days remaining between the first day on which the Executive engages in Competition and health and other insurance benefits received the fifth anniversary of his last day of employment by the Company, divided by (y) 1826. The Company's sole remedy for the breach of this Section following his termination of employment shall be as set forth in the preceding two sentences. The Executive immediately prior shall be deemed to the Termination Date), such period not to exceed one year (the be engaging in "Noncompete Period"), Competition" if he shall not directly or indirectly ownindirectly, manageowns, controlmanages, participate inoperates, consult controls or participates in the ownership, management, operation or control of or is connected as an officer, employee, partner, director, consultant or otherwise with, render services for, or in has any manner engage financial interest in, any business competing directly or indirectly with engaged in the financial services business as now or hereafter conducted by the Company or (a "Competing Business") in any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area state in which the Company or any its subsidiaries or affiliates now or hereafter operate a commercial banking or other material financial services business which is a material part of such business and is in material competition with the business conducted by the Company at the time of the termination of his employment with the Company or its Subsidiaries engages subsidiaries or has definitive plans to engage in such business; providedaffiliates. Notwithstanding the foregoing sentence, that (x) the Executive shall not be precluded from purchasing deemed to be engaging in Competition under the circumstances described in the foregoing sentence if the Executive (i) does not own or holding publicly-traded securities of control the Competing Business, (ii) does not serve as a director or a consultant to the Competing Business, and (iii) does not have any management or operational responsibility for the Competing Business in any such entity so long as the Executive shall hold state. Ownership for personal investment purposes only of less than 2% of the outstanding units voting stock of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above publicly held corporation shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreementconstitute a violation hereof. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (ia) As an inducement to the Company to enter into this Agreement Employee hereby covenants and issue the Shares hereunder, the Executive agrees that, during for a period beginning on the date hereof and ending on the date occurring two (A2) his/her period of employment with years following the Company, and (B) in the event that Executive resigns or Executive's employment date on which Employee is terminated no longer employed by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries affiliates (the "Noncompetition Period"), Employee will not, and will not permit any of Employee's affiliates to, directly or indirectly, (i) engage or Participate in any Clinical Laboratory Business located in or providing any services to or for any 2 person or entity whatsoever in or otherwise doing business anywhere in the State of Michigan or in any state from which are logical extensions the Company was, as of the last day of Employee's employment, generating Annual Revenues from the Clinical Laboratory Business in excess of Ten Million ($10,000,000) Dollars; provided that, in the event that Employee's employment with the Company is terminated by the Company's current , the restrictions set forth in this Section 1(a)(i) shall terminate upon the receipt by the Employee of his final payment of severance compensation from the Company, if any, and, if the Employee is not entitled to any severance compensation upon the termination of his employment by the Company, then the Employee shall not be subject to the restrictions of this Section 1(a)(i) for the period following the termination by the Company of his employment; or (ii) induce or attempt to influence any person or entity who or which is or was a customer or client of Company at any time during the Noncompetition Period to transact business with any competitor of Company or to cease to do business, within any metropolitan area in which the whole or in part, with Company or any of its Subsidiaries engages affiliates. (b) Employee hereby covenants and agrees that, for the Noncompetition Period, Employee will not, and will not permit any of Employee's affiliates to, directly or has definitive plans indirectly, (i) engage or Participate, within the United States of America, in a business the same as or similar to engage the capitated medical laboratory business or any other capitated or managed care business engaged in such business; providedby the Company during the Employment Period or in any business of medical claims processing which competes with the medical claims processing business conducted by the Company during the Employment Period (the "Managed Care Business"), that (xii) the Executive shall not be precluded from purchasing provide, or holding publicly-traded securities of Participate in any such entity so long as the Executive shall hold less than 2% business which provides, any products or services of the outstanding units type offered by the Managed Care Business during the Employment Period (the "Managed Care Products and Services") to any person, firm, corporation or other entity that was a customer of any such class of securities and has no active participation the Managed Care Business during the Employment Period ("Managed Care Customer"), or (iii) solicit or assist in the solicitation of, or Participate in any business which solicits or assists in the solicitation of, any agreement for the provision of such entity Managed Care Products and Services to any Managed Care Customer. (c) Notwithstanding the provisions contained in subparagraph (a) and (yb) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein above to the contrary, during the ExecutiveNoncompetition Period, Employee shall be permitted to perform, solely for Company, the duties and responsibilities of Employee's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary position of the date of this Agreementemployment with Company. (iid) During the Noncompete PeriodEmployee hereby acknowledges and agrees that this covenant is reasonable with respect to its duration, the Executive geographic area and scope. (e) The term "affiliates" shall not mean, with respect to any person, partnership (legal or otherwise), corporation or other entity, any and all partnerships, corporations or other entities directly or indirectly through another entity controlling (i) induce including, without limitation, all directors and officers), controlled by or attempt to induce any employee of the Company under direct or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiariesindirect common control with such person, partnership, corporation, or in other entity, including, without limitation, any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereofjoint venture to which such person, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customerpartnership, supplier, licensee, franchisor corporation or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handentity is a party. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in In the event that Executive resigns that: (a) a Change in Control and Change in Duties or ExecutiveSalary occur during the term of this Agreement, but before the Officer reaches the age of 65, or (b) the Officer's employment is terminated by except for cause at any time within twenty-four (24) months following a Change in Control, but before the Officer reaches the age of 65, then the Officer shall not for a period of eighteen (18) months following his resignation or termination of employment (i) solicit, attempt to solicit, divert or take away the banking customers of the Bank, or encourage or solicit the Bank's customers to discontinue their banking relationships with Bank and its affiliates, or attempt or seek to cause any of the Bank's customers to refrain from doing business with the Bank and its affiliates, or (ii) request, induce or solicit any employee of PALFED/Palmetto Federal Salary Continuation Agmt (May 1997) page 5 Company and its subsidiaries to terminate his or her employment with the Company for any reason, during and its subsidiaries. Nothing in this Section shall be construed as preventing the period which Officer from accepting employment with a competitor of the Company is paying and the Executive severance compensation (which shall be at a rate and an amount equal to Bank, provided that the Executive's salary and health and other insurance benefits received by Officer does not breach the Executive immediately prior to the Termination Date), such period covenants set forth in this Section 6 not to exceed one year (solicit customers or employees of the "Noncompete Period"), he shall not directly Company and the Bank to terminate their business or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly employment relationships with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions the Bank. In consideration of the Company's current business, within any metropolitan area in which foregoing covenants and agreements not to solicit the employees and customers of the Company following the Officer's resignation or any termination of its Subsidiaries engages employment, if the events specified in subsections 6(a) or has definitive plans 6(b) occur, the Officer shall be entitled to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement receive an aggregate payment equal to provide such severance compensation one (1) times the Officer's average annual taxable compensation from the Company and the Bank (and their affiliates determined pursuant to Section 280G(d)(5) of the Code) for the most recent five taxable years ending before the Change in Duties or Salary or the termination of the Officer's employment (or for the period during which the Employee was employed by the Bank if the Officer has been employed by the Bank for less than five (5) years) (such amount is hereinafter referred to as the "Noncompetition Payment"). The Noncompetition Payment shall be payable in addition to and in the event of resignation, within five days after same time and manner as the Termination DateSalary Continuation Payment, and (2) in shall be due and payable whether or not the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during ExecutiveOfficer's employment period except for such employees who have been is terminated for at least six months or (iii) induce the officers resigns following a Change in Control and a Change in Duties or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handSalary. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (ia) As an inducement to Executive recognizes that the Company Company's willingness to enter into this Agreement is based in material part on Executive's agreement to the provisions of this paragraph 9 and issue that Executive's breach of the Shares hereunder, provisions of this paragraph 9 could materially damage the Company. Executive agrees thatwill not, during (A) his/her period the remaining term of his employment with the Company, Company and (B) in for a period of one year after the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Employment Termination Date): (i) carry on or engage in any business in direct competition with the construction, such period not to exceed one year conversion or repair of marine vessels or the fabrication of modular components for offshore drilling rigs or floating production, storage and offloading vessels (collectively, the "Noncompete PeriodBusinesses"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by ) of the Company or any direct or indirect subsidiary of its Subsidiaries which are logical extensions Xxxxxx (collectively, the "Companies") in any State of the Company's current businessUnited States or other jurisdiction, within any metropolitan area or specified portions thereof, in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that Executive regularly (xa) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee makes contact with customers of the Company or any of its Subsidiaries to leave subsidiaries, (b) conducts the employ business of the Company or any of its Subsidiariessubsidiaries or (c) supervises the activities of other employees of the Company or its subsidiaries, or as identified in any way interfere with the relationship between Appendix "A" attached hereto and forming a part of this Agreement, so long as the Company or any of its Subsidiaries subsidiaries carries on any of the Businesses therein (collectively the "Territory"); (ii) call upon any person who is, at that time, an employee of any of the Companies for the purpose or with the intent of enticing such employee away from or out of the employ of any of the Companies (provided, that this clause (ii) shall not apply with respect to Executive's son who is currently employed by the Company); (iii) call upon any customer of any of the Companies within the Territory for the purpose of soliciting or selling products or services in direct competition with any of the Companies within the Territory; (iv) call upon any prospective acquisition candidate, on Executive's own behalf or on behalf of any competitor, which candidate was, to Executive's knowledge after due inquiry, either called upon by any of the Companies or for which any of the Companies made an acquisition analysis, for the purpose of acquiring such entity; or (v) disclose customers, whether in existence or proposed, of any of the Companies to any person, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that any of the Companies has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Executive from acquiring as an investment (i) not more than 1% of the capital stock of a competing business, whose stock is traded on a national securities exchange, the Nasdaq Stock Market or similar market or (ii) not more than 5% of the capital stock of a competing business whose stock is not publicly traded unless the Board consents to such acquisition. Furthermore, notwithstanding the above, the foregoing covenant shall not prohibit Executive from carrying on or engaging in the construction of aluminum marine vessels, as long as such activity is not conducted in association in any manner with any company with which the Company has had acquisition discussions within the past two years. (b) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Executive agrees that the foregoing covenant may be enforced by the Company, in the event of breach by him, by injunctions and restraining orders. Executive further agrees to waive any employee thereofrequirement for the Company's securing or posting of any bond in connection with such remedies. (c) The parties hereto agree that the foregoing covenants in this paragraph 9 impose a reasonable restraint on Executive in light of the activities and business of the Companies on the date of the execution of this Agreement and the current plans of the Companies. (d) It is further agreed by the parties hereto that in the event that after the Employment Termination Date Executive enters into a business or pursues other activities not in competition with the Businesses of the Companies or similar activities or businesses in locations the operation of which, under such circumstances, does not violate clause (a)(i) of this paragraph 9, and in any event such new business, activities or location are not in violation of this paragraph 9 or of Executive's obligations under this paragraph 9, if any, Executive shall not be chargeable with a violation of this paragraph 9 if the Companies shall thereafter enter the same, similar or a competitive (i) business, (ii) hire any person who was an employee course of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months activities or (iii) induce or attempt to induce any customerlocation, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handas applicable. (iiie) The covenants in this paragraph 9 are severable and separate, and the enforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unenforceable, then it is the intention of the parties that such restrictions be enforced to the fullest extent permitted by law, and the Agreement shall thereby be reformed. (f) All of the covenants in this Section 5(aparagraph 9 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. (g) shall survive any termination The Company and Executive hereby agree that this covenant is a material and substantial part of this Agreement. (ivh) If, at Executive acknowledges that the time of enforcement severance payment provided under paragraph 3(b) is conditioned upon Executive's fulfilling the noncompetition and nondisclosure provisions of this Section 5(aAgreement as set forth in this paragraph 9 and paragraph 10 below. In addition, such payment is conditioned upon Executive's refraining, for a one year period following the Employment Termination Date, from carrying on or engaging in, as an employee, officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an executive, independent contractor, consultant or advisor, or as a sales representative or otherwise, any business in direct competition with the Businesses of the Companies in the Territory (except as provided in paragraph 9(a) with respect to construction of aluminum marine vessels), to the extent such activity is not prohibited by paragraph 9(a). In the event Executive shall at any time materially breach any noncompetition or nondisclosure agreements contained in this Agreement, including the agreements in this paragraph 9(h), the Executive shall forfeit to the Company, and promptly repay to the Company, a pro rata portion of the severance payment corresponding to the period of such breach (i.e., $195,290 times the quotient of the number of days during which the breach occurs divided by 365). Executive acknowledges that any such forfeiture of payments would be an exercise of the Company's right to terminate its performance hereunder upon Executive's breach of this Agreement and would not constitute and shall not be characterized as the imposition of liquidated damages. It is specifically understood by the parties that the provisions of paragraph 13 of this Agreement apply to this paragraph 9. (i) Any dispute regarding the reasonableness of the covenants and agreements set forth in this paragraph 9 or the territorial scope or duration thereof or the remedies available to the Company upon any breach of such covenants and agreements, shall be governed by and interpreted in accordance with the laws of the State of United States or other jurisdiction in which the alleged prohibited competing activity or disclosure occurs, and with respect to each such dispute, the Company and Executive each hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts sitting in the relevant State (or, in the case of any jurisdiction outside the United States, the relevant courts of such jurisdiction) for resolution of such dispute, and agree to be irrevocably bound by any judgment rendered thereby in connection with such dispute, and further agree that service of process may be made upon him or it in any legal proceeding related to this paragraph 9 and/or Appendix "A" by any means allowed under the laws of such jurisdiction. Each party irrevocably waives any objection he or it may have as to the venue of such suit, action or proceeding brought in such a court of competent jurisdiction shall hold or that such a court is an inconvenient forum. The parties agree that it is their intent and desire that the durationprovisions of this Agreement be enforced to the fullest extent permitted under applicable law, scope whether now or area restrictions stated herein are unreasonable under circumstances then existinghereafter in effect, and therefore, to the extent permitted by applicable law, the parties hereto agree waive any provision of applicable law that the maximum duration, scope would render any provision of this paragraph 9 invalid or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawunenforceable.

Noncompetition. (i) As an inducement Except with respect to its performance of Seller’s Affiliates’ obligations under the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reasonTransition Agreement, during the period which from the Company Closing Date until the date that is paying the Executive severance compensation *** anniversary of the Closing Date (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date“Restriction Period”), such period not to exceed one year each of Buyer and Seller shall not, and shall ensure that its Affiliates do not, directly or indirectly, including through any acquisition, license, partnership, joint venture or distribution arrangement, market, distribute, offer for sale, or sell anywhere in the Territory, or develop, test, or manufacture for sale in the Territory, any analgesic pharmaceutical product containing a conopeptide as its active ingredient, other than in the case of Buyer, the Product, (the "Noncompete Period"a “Competing Product”), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, knowingly aid or assist any third party in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or doing any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date)foregoing. Notwithstanding anything contained herein to the contrary, nothing in this Section 6.11 shall prohibit or restrict the Executive's agreement set forth in clause ability of Buyer, Seller or their Affiliates, directly or indirectly, to retain any customers of the Product (B) above shall not apply including customers of the Product in the event that the Termination Date occurs after the fifth anniversary Territory) as a consultant on matters other than relating to a Competing Product or beneficially own less than *** percent (***%) of the date outstanding securities of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company publicly-traded Person. If a Party or any of its Subsidiaries to leave the employ controlled Affiliates or any Person that directly or indirectly owns a majority of the Company voting power of the capital stock of such Party (such Person, a “Parent”) signs a definitive agreement with respect to a merger or acquisition by which it would acquire rights (other than residual financial rights) in a Competitive Product at any time during the Restriction Period, then it (or its applicable controlled Affiliate or Parent) shall have *** months from the closing of such definitive agreement to divest itself of such rights in the Competitive Product and, during such *** month period, the sale, marketing or distribution of such Competitive Product shall not be in violation of this Section 6.11. In the case of divestiture under the preceding sentence, such divestiture can occur by either (x) an outright sale of all rights in the Competitive Product to a third party or (y) a license to one or more third parties of the right to sell, market and distribute *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. such Competitive Product so long as such Party and its Subsidiaries and parent entities only retain residual financial rights with respect to such Competitive Product and do not exercise or have the ability to exercise any role or influence in any manner over the conduct of the business of such Competitive Product (other than the protection of reputational, intellectual property or similar rights or interests). For the avoidance of doubt, if a Party enters into a transaction with any Person whereby such Party undergoes a Change in Control, then the foregoing limitations and requirements of this Section 6.11 shall not apply to such acquiring Person or any of its Subsidiaries, Affiliates other than the applicable Party and its controlled Affiliates and Parents prior to such transaction nor shall such Party and its controlled Affiliates and Parents be prohibited from entering into intercompany transfers or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business services with such member, Person or its other Affiliates as do not relate to a Competing Product. It is further understood and agreed that the remedies at law are inadequate in the case of any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions breach of this Section 5(a) shall survive any termination of this Agreement. (iv) Ifcovenant and that Buyer or Seller, at as the time of enforcement of this Section 5(a)case may be, a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for entitled to equitable relief, including the stated durationremedy of specific performance, scope or area and that with respect to any breach of such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawcovenant.

Noncompetition. (ia) As an inducement to From and after the Company to enter into this Agreement and issue Effective Time, until the Shares hereunder, fourth anniversary of the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year Closing Date (the "Noncompete Covenant Period"), he shall not each of the Sellers agree that neither it nor any of its respective subsidiaries will anywhere in the world (i) directly or indirectly ownengage in the Fastener Business, or (ii) directly or indirectly invest in, manage, control, participate in, consult with, render services foroperate, participate in or control as a partner, stockholder or consultant, or in any manner engage otherwise have an equity interest exceeding five percent in, any business competing Person that competes with the Fastener Business (the "Noncompetition Agreement"). Without limiting the foregoing, during the Covenant Period, none of the Sellers or any of their respective subsidiaries shall (i) directly or indirectly with serve as a consultant to any of the business as now or hereafter conducted by Sellers', the Company Buyer's or any of its Subsidiaries which are logical extensions their then subsidiaries competitors that compete with the Fastener Business, or (ii) engage or participate in any effort or act to induce any of the Company's current businesscustomers, within any metropolitan area in which suppliers, associates or independent contractors of the Company Fastener Business, the Buyer or any of its Subsidiaries engages the Buyer's subsidiaries to take any action or has definitive plans refrain from taking any action or inaction that could be reasonably be foreseen to engage in such business; providedbe disadvantageous to the Fastener Business, that (x) the Executive shall not be precluded from purchasing Buyer or holding publicly-traded securities the Buyer's subsidiaries, including without limitation, the solicitation of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries parties to cease doing business with such memberthe Fastener Business, the Buyer or in the Buyer's subsidiaries. Notwithstanding the foregoing, during the Covenant Period, none of the Sellers or any way interfere of their subsidiaries shall be prohibited from (i)(x) acquiring a business if no more than 10% of its revenues are derived from activities that are competitive with the relationship between Fastener Business or (y) acquiring a business if more than 10% of its revenues are derived from activities that are competitive with the Fastener Business so long as the Sellers or their subsidiaries use commercially reasonable efforts to sell, discontinue or otherwise dispose of such business within a reasonable period of time after it is acquired (but no later than 12 months after such acquisition) or (ii) engaging in the businesses operated by Fxxxxxxxx Xxxxxxxxxxxxx Company and the APS division of Fxxxxxxxx Holding as such businesses are operated as of the Closing Date. (b) For a period of four years after the Effective Time, neither the Parent nor any of its subsidiaries shall solicit or rehire (other than as a result of a public advertisement or general solicitation not specifically targeted at Fastener Business Employees) any Fastener Business Employees, unless the Buyer consents in writing to such solicitation or rehire, provided that the foregoing will not (i) prevent the Parent from soliciting or rehiring any such customer, supplier, licensee, franchisor or business relation, on Fastener Business Employees after the one hand, and any member termination of such employee's employment by the Company Buyer or any of its Subsidiariessubsidiaries, on (ii) prohibit the Parent from placing public advertisements or conducting any other handform of general solicitation which is not specifically targeted at Fastener Business Employees or (iii) prohibit the Parent from soliciting or rehiring any Fastener Business Employee if such employee has not been employed by the Buyer for 12 consecutive months. For a period of four years after the Effective Time, neither the Buyer nor any of its subsidiaries shall solicit or hire any employee of the Parent or any of its subsidiaries, unless the Parent consents in writing to such solicitation or hire, provided that the foregoing will not (i) prevent the Buyer from soliciting or hiring any such employee of the Parent after the termination of such employee's employment by the Parent or any of its subsidiaries, (ii) prohibit the Buyer from placing public advertisements or conducting any other form of general solicitation which is not specifically targeted at employees of the Parent, (iii) prohibit the Buyer from soliciting or hiring any employee of the Parent if such employee has not been employed by the Parent for 12 consecutive months or (iv) prohibit the Buyer from hiring any Transferred Employees in accordance with Section 6.1(a). (iiic) The It is the intention of the parties to this Agreement that the provisions of this Section 5(a) 5.10 shall survive be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. If any termination particular provisions or portion of this AgreementSection 5.10 shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable; such amendment to apply only with respect to the operation of such Section in the particular jurisdiction in which such adjudication is made. (ivd) If, at Each of the time of enforcement Sellers acknowledges that the Buyer would be irreparably harmed by any breach of this Section 5(a), a court 5.10 and that there would be no adequate remedy at Law or in damages to compensate the Buyer for any such breach. Each of competent jurisdiction shall hold the Sellers agrees that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances Buyer shall be substituted for entitled to injunctive relief requiring specific performance by each of the stated durationSellers of this Section 5.10, scope or area and that such court shall be allowed Sellers consent to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawentry thereof.

Noncompetition. (ia) As an inducement to Employee agrees that during the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period term of Employee’s employment with the Company, and (B) in ending upon the event that Executive resigns or Executive's employment is terminated by second anniversary of the Company for any reasontermination of such employment, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal unless otherwise extended pursuant to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date)terms of this Section 7, such period not to exceed one year (the "Noncompete Period")Employee will not, he shall not directly or indirectly ownindirectly, manageeither as an employee, controlemployer, participate inconsultant, consult withagent, render services forprincipal, partner, stockholder, corporate officer, director, or in any manner other individual or representative capacity, engage in, or participate in any business competing directly or indirectly activity that is in competition in any manner whatsoever with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within the State of Texas and any metropolitan area other relevant jurisdiction in which the Company or any does business. Employee represents to the Company that the enforcement of its Subsidiaries engages or has definitive plans to engage the restriction contained in such business; provided, that (x) the Executive shall this Section 7 would not be precluded from purchasing unduly burdensome to Employee. (b) Employee agrees that a breach or holding publicly-traded securities violation of any such entity so long as the Executive this covenant not to compete by Employee shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) entitle the Company to seek an injunction issued by any court of competent jurisdiction, restraining any further or continued breach or violation of this covenant. Such right to an injunction shall have notified the Executive of its agreement to provide such severance compensation (1) be cumulative and in the event of resignation, within five days after the Termination Dateaddition to, and not in lieu of, any other remedies to which the Company may show itself justly entitled. Further, during any period in which Employee is in breach of this covenant not to compete, the time period of this covenant shall be extended for an amount of time that Employee is in breach hereof. (2c) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein In addition to the contrary, the Executive's agreement restrictions set forth in clause (B) above this Section 7, Employee shall not apply in not, during the event that term of Employee’s employment agreement with the Termination Date occurs after Company, and ending upon the fifth second anniversary of the date of this Agreement. (ii) During termination such employment agreement with the Noncompete PeriodCompany, the Executive shall not either directly or indirectly through another entity indirectly, (i) induce make known to any person or attempt to induce entity the names and addresses of any employee of the customers of the Company or any of its Subsidiaries to leave ZEC, the employ contacts of the Company or any of its SubsidiariesZEC, or in any way interfere with the relationship between the Company other information pertaining to such customers or any of its Subsidiaries and any employee thereofcontacts, (ii) hire call on, solicit, or take away, or attempt to call on, solicit, or take away, any person who was an employee of the customers of the Company or any of its Subsidiaries at any time ZEC, on whom Employee called or with whom Employee became acquainted during Executive's employment period except for such employees who have been terminated for at least six months his or her association with the Company or ZEC, or (iii) induce recruit or hire or attempt to induce recruit or hire, directly or by assisting others, any customeremployee, supplierconsultant, licensee, franchisor or other business relation independent contractor of the Company or ZEC. (d) If Employee violates any covenant contained in this Section 7 and the Company brings legal action for injunctive or other relief, the Company shall not, as a result of its Subsidiaries the time involved in obtaining the relief, be deprived of the benefit of the full period of any such covenant. (e) The parties to cease doing business this Agreement agree that the limitations contained in this Section 7 with such memberrespect to time, geographical area, and scope of activity are reasonable. However, if any court shall determine that the time, geographical area, or scope of activity of any restriction contained in any way interfere this Section is unenforceable, it is the intention of the parties that such restrictive covenant set forth herein shall not thereby be terminated but shall be amended by the court to the extent required to render it valid and enforceable. (f) The parties to this Agreement agree that the limitations contained in this Section 7 shall end, and shall be of no further force or effect, in the event (i) the Company terminates the employment of Employee without Cause or Employee resigns with Good Reason, or (ii) the Company has failed to fulfill the payment obligations to Employee and Mxxxxxxx Xxxx set forth in that certain Promissory Note (herein so called) executed in connection with the relationship between any such customeracquisition of the capital stock of the Company by ZEC and, supplieras a consequence thereof, licensee, franchisor or business relation, on Employee and Mxxxxxxx Xxxx (i) obtain ownership of the one hand, and any member assets of the Company or any (ii) regain ownership of its Subsidiaries, on the other handcapital stock of the Company. (iiig) The provisions parties to this Agreement further agree that in the event the Company terminates the employment of this Employee without “Cause” or Employee terminates his employment with the Company without Good Reason, the scope of the limitation contained in Section 5(a7(a) shall survive be narrowed exclusively to the products then sold by the Company, rather than “any termination business or activity that is in competition in any manner whatsoever with the business of this Agreementthe Company, within the State of Texas and any other relevant jurisdiction in which the Company does business. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.”

Noncompetition. Subject to Section 7.6(e): (a) Except as otherwise set forth herein, the Principal Seller hereby agrees that the Principal Seller shall not, without the written consent of the Purchaser, for a period starting as of the Closing Date and continuing for 12 months following the Termination Date (the “Restricted Period”), whether on the Principal Seller’s behalf or on behalf of or in conjunction with any other Person, directly or indirectly: (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Companyhire any person, and (B) in the event that Executive resigns other than a clerical or Executive's employment secretarial person, who is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted employed by the Company or any of its present or future Subsidiaries which are logical extensions of or the Company's current businessInvestment Advisor at the Termination Date or was otherwise an agent or consultant with respect thereto, within any metropolitan area in which who was employed by the Company or any of its present or future Subsidiaries engages or has definitive plans the Investment Advisor at any time during the six months prior to engage in such business; providedTermination Date or was otherwise an agent or consultant with respect thereto, that (x) or who at any time during the Executive shall not be precluded from purchasing Restricted Period voluntarily discontinues his or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) her employment, agency or consultancy with the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause any Affiliate thereof or (B) above shall not apply in solicit or encourage any such person to leave the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee employment of the Company or any of its present or future Subsidiaries to leave or the employ Investment Advisor or otherwise discontinue its relationship with respect thereto; (ii) solicit or assist in soliciting, for any Fixed Income Strategy, the business of any current investor or prospective investor having active (as of the Termination Date) discussions with the Company or any of its an Affiliate thereof and/or the Investment Advisor regarding an investment in the Subsidiaries, to the extent the Principal Seller was notified of the relationship within a reasonable period (not to exceed ten (10) Business Days) after the Termination Date; (iii) interfere with, or in any way attempt to interfere with, past, current or prospective (to the extent that there are active discussions with the relationship Company, its Subsidiaries and/or the Investment Advisor at the Termination Date) business relationships between the Company or any of its present or future Subsidiaries or the Investment Advisor and their customers, clients, suppliers, partners, members or investors; provided, however, that in no event shall any employee thereofaction of the Principal Seller expressly permitted under this Section 7.6 be deemed “interfering” for the purposes of this Section 7.6(a)(iii); or (iv) acquire an interest in, or otherwise become actively engaged in, managing a fixed-income strategy primarily trading in liquid, highly rated fixed-income securities (a “Fixed Income Strategy”), whether as an employee, partner, member, shareholder, officer, director, principal, agent, trustee or consultant (except that this clause (iv) shall not apply to (x) the Principal Seller’s ownership of publicly traded equity securities of any such Person in an amount not exceeding 5% of the issued and outstanding shares or units of such equity securities, or (y) the Principal Seller’s trading in such Fixed Income Strategy for his own or any Family Member’s (as defined in the Amended LLC Agreement) account). (b) The Purchaser hereby consents to the Investment Advisor advising separately managed accounts of more than $25 million each which employ the Fixed Income Strategy; provided, however, that (i) the Purchaser hereby agrees that it will not participate in fees provided to the Investment Advisor or the Company from such separately managed accounts that exist at the time of Closing, as set forth in Section 7.6(b) of the Company Disclosure Letter, and (ii) hire any person who was an employee with respect to such separately managed accounts of more than $25 million each employing a Fixed Income Strategy other than those set forth on Section 7.6(b) of the Company Disclosure Letter, the Purchaser either directly, or through its interest in the Company, shall be entitled to receive 30% of the gross fees payable by, or chargeable against, such separately managed accounts. (c) Upon the liquidation or otherwise closing of the Funds following the Termination Date, but only in the event that all liquid investments of the Funds existing as of the Termination Date are liquidated within six (6) months following the Termination Date and if the Funds hold any illiquid investments, such illiquid investments shall be liquidated as soon as practicable after the Termination Date, taking into account the nature of such illiquid investments, the Principal Seller agrees that if, within five (5) years of the Termination Date, he subsequently (i) engages, either directly or indirectly (as a principal or employee or solely or jointly with others) in the advising of, or (ii) organizes or otherwise advises for others, in each case another fund, investment vehicle or account (other than the Principal Seller’s own, or any Family Member’s (as defined in the Amended LLC Agreement), accounts) employing the Fixed Income Strategy, then the Purchaser will be granted the same voting, economic and other rights flowing to the Principal Seller and/or his Affiliates from such other fund, investment vehicle or account as though it was the Funds; provided, however, that in such event all of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customervoting, supplier, licensee, franchisor or economic and/or other business relation rights of the Company Purchaser will terminate in their entirety upon the date that is five (5) years from the Termination Date. (d) The Principal Seller acknowledges that the Purchaser is relying on the good faith efforts of the Principal Seller to continue to operate the Investment Advisor and the Fund. If any provision contained in this Section 7.6 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of its Subsidiaries the restrictions or covenants contained herein is held to cease doing business with such membercover a geographic area or to be for a length of time which is not permitted by Applicable Law, or in any way interfere with construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the relationship between any extent such customer, supplier, licensee, franchisor provision would be valid or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a)enforceable under Applicable Law, a court of competent jurisdiction shall hold construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such Applicable Law. The Principal Seller acknowledges that the durationPurchaser would be irreparably harmed by any such breach of this Section and that there would be no adequate remedy at law or in damages to compensate the Purchaser for any such breach. The Principal Seller agrees that the Purchaser shall be entitled to injunctive relief requiring specific performance by the Principal Seller of this Section, scope or area and the Principal Seller consents to the entry thereof. (e) The covenants and restrictions stated set forth in this Section 7.6 shall terminate in their entirety upon the occurrence of a Release Event. (f) Notwithstanding anything herein are unreasonable under circumstances then existingto the contrary, (i) each of the Sellers shall be permitted to manage funds, special purpose vehicles, asset pools, accounts and/or other similar investment vehicles (each, a “Permitted Managed Vehicle”) at any time following the Closing and without restriction (but subject to Section 3.1(c) of the Amended LLC Agreement), as long as such Permitted Managed Vehicle does not employ the Fixed Income Strategy, and (ii) such Sellers shall be permitted to solicit investments for any Permitted Managed Vehicle from any investors in and/or Clients of the Company and/or its Subsidiaries. For the avoidance of doubt, the parties hereto agree that the maximum durationPurchaser shall not be entitled to receive any fees payable by, scope or area reasonable under chargeable against, such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawPermitted Managed Vehicles.

Noncompetition. (ia) As an inducement Seller acknowledges that Buyer will be engaged in Facility Activities throughout the Territory and that to protect adequately the Company to enter into this Agreement and issue interest of the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) Buyer in the event Facilities it is essential that Executive resigns or Executive's employment is terminated by any noncompete covenant with respect thereto cover all Facility Activities and the Company for any reasonentire Territory. (b) The Seller hereby agrees that he shall not, during the period which the Company is paying the Executive severance compensation Noncompete Period, in any manner (which shall be at other than as a rate and shareholder and/or an amount equal employee of or consultant to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination DateBuyer or as otherwise permitted under this Section 10.01), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly indirectly, own, manage, operate, join, control, or engage or participate in the ownership, management, operation, or control of any business or organization any part of which engages in the provision of Facility Activities in the Territory, including, without limitation, (i) participation as a stockholder, or partner of, or having any direct or indirect financial interest in any enterprise which engages in Facility Activities in the Territory and/or (ii) participation as an employees, officer, director, agent, representative, or consultant in, consult withor rendering of any services to, render services forany enterprise in which his responsibilities are related directly and/or indirectly to any Facility Activities in the Territory. (c) The Seller shall hold in confidence at all times after the date hereof and until the expiration of the Noncompete Period, all Trade Secrets, and shall not disclose or publish Trade Secrets at any time after the date hereof and until the expiration of the Noncompete Period, without the prior written consent of Buyer, provided that nothing contained herein shall prevent or -------- prohibit Seller from using such Trade Secrets for his own account or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted operation of facilities not prohibited by this Agreement. Nothing in this Agreement shall diminish the Company or any rights of its Subsidiaries which are logical extensions Buyer regarding the protection of trade secrets and other intellectual property pursuant to applicable law. (d) The Seller hereby agrees that he shall hold in confidence at all times after the date hereof and until the expiration of the Company's current businessNoncompete Period, within any metropolitan area in which all Confidential Information and will not disclose or publish Confidential Information without the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% prior written consent of the outstanding units of any Buyer, provided that nothing contained herein shall prevent or prohibit Seller from -------- using such class of securities and has no active participation Confidential Information for his own account or in the business operation of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall facilities not apply in the event that the Termination Date occurs after the fifth anniversary of the date of prohibited by this Agreement. (iie) During Notwithstanding anything in this Section 10.01 to the Noncompete Periodcontrary, nothing contained herein shall prohibit the Executive shall Seller from owning not directly or indirectly through another entity more than ten percent (i10%) induce or attempt to induce of any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, company which engages in Facility Activities and whose common stock is publicly traded on a national securities exchange or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handNASDAQ National Market System. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. Until two years after termination of Employee's employment hereunder, Employee will not (i) As an inducement engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, in any business activities which relate to the Company to enter into this Agreement acquisition and issue the Shares hereunder, the Executive agrees that, during (A) his/her period consolidation of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period medical practices which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter were either conducted by the Company at the time of Employee's termination or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which Proposed to be Conducted (as defined herein) by the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) at the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business time of such entity and termination (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination DateDesignated Industry). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire divert to any person who was an employee competitor of the Company or in the Designated Industry any customer of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months Employee, or (iii) induce solicit or attempt to induce encourage any customerofficer, supplieremployee, licensee, franchisor or other business relation consultant of the Company to leave its employ for employment by or with any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry or any (ii) serving as an officer, director, stockholder or employee of its Subsidiariesan entity engaged in the healthcare industry whose business operations are not competitive with those of the Company, on provided that if during the other hand. term of this Agreement Employee is serving as an officer, director or employee of another entity, the amount of time spent by Employee in connection with such service taken together with the amount of consulting time spent by Employee in accordance with Section 11 shall not exceed 10% of his professional time or two (iii2) The days per month. _Proposed to be Conducted_, as used herein, shall include those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the provisions of this Section 5(a) shall survive 10 until their expiration and will not be entitled to any termination of this Agreement. (iv) If, compensation from the Company with respect thereto. If at any time the time of enforcement provisions of this Section 5(a)10 are determined to be invalid or unenforceable, a by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court of competent or other body having jurisdiction shall hold over the matter; and Employee agrees that the duration, scope this Section 10 as so amended will be valid and binding as though any invalid or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawunenforceable provision had not been included herein.

Noncompetition. During your employment and for a period of twelve (12) months following your voluntary or involuntary termination of employment, you shall not become an owner in, shareholder with more than a 2% equity interest in, investor in, or an employee, contractor, consultant, advisor, representative, officer, director, or agent of, a trade or business that offers products and services that are the same or substantially similar to the products and services provided by the Employer Company in any geographic market in which the Employer Company conducts business (“Competitor”); provided, however, that the duties and responsibilities of said employment or engagement as an owner in, shareholder with more than 2% equity interest in, investor in, employee, contractor, consultant, advisor, representative, officer, director or agent are (i) As an inducement the same, similar, or substantially related to the Company to enter into this Agreement your current duties and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns responsibilities or Executive's employment is terminated duties or responsibilities performed by you while employed by the Employer Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's a six (6) month period prior to your date of termination of employment and (ii) related to or concerning the Competitor’s business activities in the Restricted Territory. The parties agree and affirm that their intention with respect to Paragraph 5 is that your activities shall be limited only for the twelve (12) month period except after termination of employment for such employees who have been terminated any reason. The provisions calling for at least a “look back” of six (6) calendar months prior to the date of termination of employment are intended solely as a means of identifying the duties and responsibilities that will define the restricted activities covered by Paragraph 5 and are not intended to nor shall they, under any circumstances, be construed to define the length or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation term of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customerrestriction. For purposes of Paragraph 5, supplier, licensee, franchisor the term “Restricted Territory” means the geographic area that is part of your current duties and responsibilities or business relation, on the one hand, geographic area that was part of your duties and any member responsibilities within a period of six (6) month period prior to the Company or any date of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any your termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), employment. If a court of competent jurisdiction shall hold determines that the durationRestricted Territory as defined herein is too restrictive, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that said court may reduce or limit the maximum duration, scope or Restricted Territory to the largest acceptable area reasonable under such circumstances shall be substituted for so as to enable the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawenforcement of Paragraph 5.

Noncompetition. 6.1 Executive covenants and agrees that during the Employment Period or so long as he is receiving Base Compensation pursuant to Section 5.6 of this Agreement and continuing for a twelve (12) month period thereafter if and only if Executive terminates his employment either (i) As after two (2) years pursuant to Section 1.2 of this Agreement or (ii) Executive elects not to extend this Agreement after the completion of the initial four (4) year period (without regard to any extensions) as set forth under Section 1.2 of this Agreement, or (iii) Executive voluntarily resigns other than pursuant to Section 1.2 of this Agreement, he will not directly (as agent, employee, advisor, director, officer, stockholder, partner or individual proprietor, or as an inducement investor who has made an advance, loan or contributions to capital), compete with the Company or with any wholly owned subsidiaries or affiliated companies, if any, in the Company's business. Notwithstanding the foregoing, the parties hereto acknowledge and agree that the prohibition on competing with the Company contemplated pursuant to enter into this Section 6 shall not include the ownership of any investment security listed on a national securities exchange or traded in the over-the-counter market provided Executive does not participate in the management of such entity. 6.2 Executive covenants and agrees that during the Employment Period or so long as he is receiving Base Compensation pursuant to Section 5.6 of this Agreement and issue continuing for a twelve (12) month period thereafter if and only if Executive terminates his employment either (i) after two (2) years pursuant to Section 1.2 of this Agreement or (ii) Executive elects not to extend this Agreement after the Shares hereundercompletion of the initial four (4) year period (without regard to any extensions) as set forth under Section 1.2 of this Agreement, the Executive agrees that, during (A) his/her period of employment he will not contact or solicit business that competes directly with the Company's business from persons who, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for at any reason, time during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Employment Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee were customers of the Company or its wholly owned subsidiaries or affiliated companies, if any, or induce such persons to do business with any of its Subsidiaries to leave the employ of person other than the Company or any of its Subsidiariesaffiliated companies, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handif any. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. In consideration of the compensation you received and will receive under this Agreement and in connection with the compensation you received and will receive under the Company’s now terminated Phantom Stock Plan, you covenant and agree with Company that during the period commencing on the Closing Date and terminating on the later of: (i) As an inducement to the Company to enter into fourth (4th) year anniversary of this Agreement Agreement; and issue (ii) one (1) year after the Shares hereunder, the Executive agrees that, during (A) his/her period latest date of your employment with the Company or the Parent or any affiliate of the Company or the Parent (the “Non-compete Term”), you will not, without the prior written consent of the Parent, which may be withheld or given in its sole discretion, directly or indirectly, or individually or collectively, within the United States of America, engage in any activity or act in any manner, including but not limited to, as an individual, owner, sole proprietor, founder, associate, promoter, partner, joint venturer, shareholder (other than as the record or beneficial owner of less than five percent (5%) of the outstanding shares of a publicly traded corporation), officer, director, trustee, manager, employer, employee, licensor, licensee, principal, agent, salesman, broker, representative, consultant, advisor, investor or otherwise for the purpose of establishing, operating, assisting or managing any business or entity that is engaged in activities that are competitive with the “business of the Company” and located within two hundred and fifty (250) miles of any operating location of the Company, and (B) in the event that Executive resigns Parent or Executive's employment is terminated by any affiliate of the Company for or the Parent. For the purposes hereof, the “business of the Company” shall be determined to be the business the Company, the Parent or any reason, during the period which affiliates of the Company or the Parent, is paying engaged in on the Executive severance compensation earlier of (which shall be at a rate and an amount equal to i) the Executive's salary and health and other insurance benefits received by end of the Executive immediately prior to Non-compete Term; or (ii) the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted date that you are no longer employed by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company Parent or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee affiliate of the Company or any of its Subsidiaries to leave the employ of Parent. If your employment with the Company or any of its Subsidiariesis terminated during the Initial Term without Cause under Section 12(a)(2), or in any way interfere you will be paid one year’s Salary (on regular company pay dates) during the Non-compete Term (“Salary Continuance”) even though the Non-compete Term extends longer than one year, provided you comply with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions terms of this Section 5(a) shall survive any termination of this Agreement9(a). (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. Buyer and Buyer Parent agree that effective as of the Closing Date and until the second anniversary of the Closing Date (ithe "ANS NONCOMPETITION PERIOD"), without the prior approval of Quest, neither Buyer nor Buyer Parent, nor any of its Affiliates will, directly or indirectly, on its own behalf or as an agent of or an investor in another Person: (a) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) engage in the event that Executive resigns business of inventing, developing, designing, manufacturing, licensing, selling or Executive's employment distributing any product or device which is terminated competitive with any of the products invented, developed, designed or being developed or designed, manufactured or distributed by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive ANS immediately prior to the Termination Date)Closing, such or by Quest or ANS during the period not to exceed one year beginning on the Closing Date and ending on the date of the termination of the Lease Agreement described in Section 8.1.8 (the "Noncompete PeriodANS COMPETITIVE BUSINESS"), he shall not directly ; (b) influence or indirectly own, manage, control, participate in, consult with, render services for, attempt to influence any (i) customer or in any manner engage in, any business competing directly supplier of ANS or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During any customer or supplier of Buyer or Buyer Parent during the Noncompete Period, three year period prior to the Executive shall not directly Closing Date to purchase or indirectly through another entity supply goods or services related to the ANS Competitive Business from or to any Person other than ANS; or (ic) induce solicit the employment of or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of ANS or Quest (including without limitation Retained Employees but excluding the Company Transferred Employees) within the 12-month period preceding such solicitation or hiring; provided, however, that nothing herein shall preclude any Person from engaging in any other business which is not an ANS Competitive Business. If any provision of this Section 6.5 should be found to be unenforceable by reason of its Subsidiaries at any time during Executive's employment being too broad as to the period except for of time, territory, and/or scope, then, and in that event, Buyer, Buyer Parent and Quest agree that such employees who have been terminated for at least six months or (iii) induce or attempt provision shall nevertheless remain valid and fully effective, but shall be considered to induce any customerbe amended so that the period of time, supplierterritory, licenseeand/or scope set forth shall be changed to be the maximum period of time, franchisor or other business relation the largest territory, and/or the broadest scope, as the case may be, which would be found enforceable. Any violation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) 6.5 shall survive any termination of this Agreement. (iv) If, at automatically toll and suspend the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted ANS Noncompetition Period for the stated duration, scope or area and that duration of such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawviolation.

Noncompetition. (ia) As an inducement to For a period of 12 months following any termination of the Company to enter into this Agreement and issue the Shares hereunderExecutive's employment, the Executive agrees thatshall not, during (A) his/her period without the prior written consent of employment with the Company, and (B) in the event that Executive resigns either as principal, manager, agent, consultant, officer, stockholder, partner, investor or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, employee or in any manner engage other capacity, carry on, be engaged in or have any ownership interest in, any business competing directly or indirectly with Competing Enterprise. Notwithstanding the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current businessforegoing, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (xa) the Executive shall not be precluded from purchasing or holding publicly-traded securities investing in any publicly held entity (provided that the Executive's beneficial ownership of any class of such entity so long as the Executive shall hold less than 2entity's securities does not exceed 3% of the outstanding units securities of any such class class); (b) it shall not be a breach of securities this Section 11 if the Executive is employed by a subsidiary or division of a Competing Enterprise (so long as such subsidiary or division is not itself a Competing Enterprise and the Executive has no active participation duties or responsibilities in respect of the portion of the business of such entity Competing Enterprise that does compete with the Company); and (yc) the Company Executive shall have notified not be precluded from serving on the board of, or from owning securities of, any entity listed on Exhibit A. In this connection, the Executive acknowledges that this period of its agreement time and scope of business are reasonably necessary to provide such severance compensation protect the legitimate business interests of the Company. (1b) in In the event that the Executive breaches the provisions of resignationSection 11(a), (i) all ob ligations of the Company to make any payments under Sections 9(b)(iii), within five days after 9(d)(ii), 9(d)(iii) and 9(d)(viii) shall immediately terminate and the Termination DateExecutive shall promptly repay, and net of all taxes paid or payable, any amounts he may have received under those Sections; (2ii) in the event any portion of termination, on or before the Termination Date). Notwithstanding anything contained herein any stock option that became exercisable solely pursuant to the contrary, the Executive's agreement set forth in clause Section 9(d)(iv)(B) shall be forfeited; and (Biii) above shall not apply in the event that the Termination Date occurs after Executive shall already have exercised any portion of any stock option that became exercisable solely pursuant to Section 9(d)(iv)(B), he shall return the fifth anniversary Stock of the Company that he acquired on exercise of such portion, or cash equal to the current market value (based on the closing price on the last trading day preceeding the date of return) of any such Stock not returned, less sufficient Stock of the Company and/or cash to make him whole (on an after-tax basis) for the cost of acquiring such Stock and for any taxes paid or payable in connection with (x) acquiring such Stock and (y) any subsequent sale or other disposition of any portion of such Stock occuring before the return of Stock and/or cash pursuant to this AgreementSection 11(b)(iii). (iic) During the Noncompete Period, There shall be no remedies for any breach of Section 11(a) by the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or other than as set forth in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handSection 11(b). 12. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement to a. Employee agrees that during the Company to enter into term of this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year after the Employment Termination Date (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, except that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after termination or nonrenewal by the Termination Date, Company during the period commencing six (6) months preceding the date of a Change in Control and ending two (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of years following the date of a Change in Control, neither clause (i) of this Agreement. Section 12(a) nor Section 12(b) shall apply to Employee), Employee shall not (i) directly or indirectly solicit any person (natural or otherwise) to develop, construct, purchase or sell any multifamily or retail real estate or a mortgage loan financing such type of real estate if the person being solicited is or had been a developer or contractor with, or purchaser from or seller to, the Company of such type of property during the twelve (12) months prior to the Employment Termination Date or (ii) During the Noncompete Period, the Executive shall not directly recruit or indirectly through another entity (i) induce otherwise solicit or attempt to induce any person who is at the time an employee or consultant of the Company to terminate his employment with, or otherwise cease his relationship with, the Company, or hire any of its Subsidiaries to leave such employee or consultant who has left the employ of the Company within one (1) year after termination of such employee's employment or any of its Subsidiaries, or in any way interfere consultant's relationship with the relationship between the Company or Company, provided, however, that Employee may recruit any of its Subsidiaries and any employee thereof, (ii) hire any person who was an former employee of the Company or any of its Subsidiaries at any time during Executive's whose employment period except for such employees who have has been terminated by the Company and, provided further, that if Employee has terminated his employment of his own volition, this restriction upon recruiting employees or consultants shall run for two (2) years after the Employment Termination Date. For example, if the term hereunder is not renewed pursuant to Section 24 hereof, then for a one-year period following the date of such nonrenewal, Employee shall be subject to this Section 12(a) and Section 12(b) hereof; provided, however, that if a Change in Control occurs during the six-month period following the date of such nonrenewal (and such nonrenewal has been at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation the election of the Company or any of its Subsidiaries Company), Employee shall not be subject to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. clause (iiii) The provisions of this Section 5(a12(a) shall survive any termination or Section 12(b) hereof from and after the date of such Change in Control. By way of additional example, if a Change in Control occurs and an Employment Termination Date occurs (other than an Employment Termination Date occurring as a result of Employee's election not to renew this Agreement. ) during the two-year period commencing on the date of the Change in Control, Employee shall not be subject to clause (ivi) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that 12(a) or Section 12(b) hereof from and after the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawEmployment Termination Date."

Noncompetition. During the Employment Period and for a period for two (i2) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year years thereafter (the "Noncompete PeriodRESTRICTED PERIOD"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another compete with the Company by owning, managing, managing, controlling or participating in the ownership, management or control of or be employed by or engaged in any Competitive Business (as defined herein) in any location in the United States in which the Company is doing business (the "TRADE AREA"). As used herein, a "COMPETITIVE BUSINESS" is any other corporation, partnership, proprietorship, firm or other business entity (i) induce which is engaged in a "core business of the Company." A "core business of the Company" is the development, manufacture, distribution or attempt to induce any employee sale of a particular type of product, reagent or kit involved in the detection or preparation of nucleic acids in which the Company or DNA Sciences, Inc., a California corporation, has invested or expended more than Two Hundred Thousand Dollars ($200,000) in the eighteen (18) months prior to the "Measurement Date" (as defined herein). The MEASUREMENT DATE shall be the point in time during the Restricted Period that the Executive becomes associated with a Competitive Business whether such association is by employment, engagement or by directly or indirectly owning, managing, controlling or participating in the ownership, management or control of a Competitive Business. In the event of any period of its Subsidiaries to leave investment or expenditure which commenced less than eighteen (18) months from the employ Measurement Date the amount invested or expended shall be annualized for such eighteen (18) month period. Notwithstanding the above, the Executive may become employed by or engaged by a "Competitive Business" so long as the Executive (a) was not directly involved with or participating in the areas of "core business of the Company or any of its SubsidiariesCompany" which makes the other business a "Competitive Business", or (b) if the Executive is not involved, directly, in any way interfere that part of the Competitive Business which is competitive with the relationship between "core business of the Company." In addition, the Executive may be employed by or engaged by any business which after the date hereof becomes a "Competitive Business," if the employment or engagement occurred prior to the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee entering into a new "core business of the Company Company" (whether by acquisition or any of its Subsidiaries at any time during Executivethrough the Company's employment period except for own initiative), which caused such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation to become a Competitive Business. Also, this section is not violated if the Executive owns no more than 5% of the Company or stock of any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handpublicly traded Competitive Business. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement to a. Employee agrees that during the Company to enter into term of this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) year after the Employment Termination Date (except that in the event of resignation, within five days after termination or nonrenewal by the Termination Date, Company during the period commencing six (6) months preceding the date of a Change in Control and ending two (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of years following the date of a Change in Control, neither clause (i) of this Agreement. Section 11(a) nor Section 11(b) shall apply to Employee), Employee shall not (i) directly or indirectly solicit any person (natural or otherwise) to develop, construct, purchase or sell any multifamily or retail real estate or a mortgage loan financing such type of real estate if the person being solicited is or had been a developer or contractor with, or purchaser from or seller to, the Company of such type of property during the twelve (12) months prior to the Employment Termination Date or (ii) During the Noncompete Period, the Executive shall not directly recruit or indirectly through another entity (i) induce otherwise solicit or attempt to induce any person who is at the time an employee or consultant of the Company to terminate his employment with, or otherwise cease his relationship with, the Company, or hire any of its Subsidiaries to leave such employee or consultant who has left the employ of the Company within one (1) year after termination of such employee's employment or any of its Subsidiaries, or in any way interfere consultant's relationship with the relationship between the Company or Company, provided, however, that Employee may recruit any of its Subsidiaries and any employee thereof, (ii) hire any person who was an former employee of the Company or any of its Subsidiaries at any time during Executive's whose employment period except for such employees who have has been terminated by the Company and, provided further, that if Employee has terminated her employment of her own volition, this restriction upon recruiting employees or consultants shall run for two (2) years after the Employment Termination Date. For example, if the term hereunder is not renewed pursuant to Section 23 hereof, then for a one-year period following the date of such nonrenewal, Employee shall be subject to this Section 11(a) and Section 11(b) hereof; provided, however, that if a Change in Control occurs during the six-month period following the date of such nonrenewal (and such nonrenewal has been at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation the election of the Company or any of its Subsidiaries Company), Employee shall not be subject to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. clause (iiii) The provisions of this Section 5(a11(a) shall survive any termination or Section 11(b) hereof from and after the date of such Change in Control. By way of additional example, if a Change in Control occurs and an Employment Termination Date occurs (other than an Employment Termination Date occurring as a result of Employee's election not to renew this Agreement. ) during the two-year period commencing on the date of the Change in Control, Employee shall not be subject to clause (ivi) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that 11(a) or Section 11(b) hereof from and after the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawEmployment Termination Date."

Noncompetition. During your employment and for a period of twelve (12) months following your voluntary or involuntary termination of employment, you shall not become an owner in, shareholder with more than a 2% equity interest in, investor in, or an employee, contractor, consultant, advisor, representative, officer, director, or agent of, a trade or business that offers products and services that are the same or substantially similar to the products and services provided by the Employer Company in any geographic market in which the Employer Company conducts business (“Competitor”); provided, however, that the duties and responsibilities of said employment or engagement as an owner in, shareholder with more than 2% equity interest in, investor in, employee, contractor, consultant, advisor, representative, officer, director or agent are (i) As an inducement the same, similar, or substantially related to the Company to enter into this Agreement your current duties and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns responsibilities or Executive's employment is terminated duties or responsibilities performed by you while employed by the Employer Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's a six (6) month period prior to your date of termination of employment and (ii) related to or concerning the Competitor’s business activities in the Restricted Territory. The parties agree and affirm that their intention with respect to Paragraph 5 is that your activities shall be limited only for the twelve (12) month period except after termination of employment for such employees who have been terminated any reason. The provisions calling for at least a “look back” of six (6) calendar months prior to the date of termination of employment are intended solely as a means of identifying the duties and responsibilities that will define the restricted activities covered by Paragraph 5 and are not intended to nor shall they, under any circumstances, be construed to define the length or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation term of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customerrestriction. For purposes of Paragraph 5, supplier, licensee, franchisor the term “Restricted Territory” means the geographic area that is part of your current duties and responsibilities or business relation, on the one hand, geographic area that was part of your duties and any member responsibilities within a period of six (6) month period prior to the Company or any date of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any your termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), employment. If a court of competent jurisdiction shall hold determines that the durationRestricted Territory as defined herein is too restrictive, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that said court may reduce or limit the maximum duration, scope or Restricted Territory to the largest acceptable area reasonable under such circumstances shall be substituted for so as to enable the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawenforcement of Paragraph 5.

Noncompetition. (i) As an inducement to During the Company to enter into this Agreement Employment Period and issue the Shares hereunder, the Executive agrees that, during (A) his/her for a period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and two (2) in years thereafter (the event of termination, on or before the Termination DateRESTRICTED PERIOD"). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another compete with the Company by owning, managing, managing, controlling or participating in the ownership, management or control of or be employed by or engaged in any Competitive Business (as defined herein) in any location in the United States in which the Company is doing business (the "TRADE AREA"). As used herein, a "COMPETITIVE BUSINESS" is any other corporation, partnership, proprietorship, firm or other business entity (i) induce which is engaged in a "core business of the Company." A "core business of the Company" is the development, manufacture, distribution or attempt to induce any employee sale of a particular type of product, reagent or kit involved in the detection or preparation of nucleic acids in which the Company or DNA Sciences, Inc., a California corporation, has invested or expended more than Two Hundred Thousand Dollars ($200,000) in the eighteen (18) months prior to the "Measurement Date" (as defined herein). The MEASUREMENT DATE shall be the point in time during the Restricted Period that the Executive becomes associated with a Competitive Business whether such association is by employment, engagement or by directly or indirectly owning, managing, controlling or participating in the ownership, management or control of a Competitive Business. In the event of any period of its Subsidiaries to leave investment or expenditure which commenced less than eighteen (18) months from the employ Measurement Date the amount invested or expended shall be annualized for such eighteen (18) month period. Notwithstanding the above, the Executive may become employed by or engaged by a "Competitive Business" so long as the Executive (a) was not directly involved with or participating in the areas of "core business of the Company or any of its SubsidiariesCompany" which makes the other business a "Competitive Business", or (b) if the Executive is not involved, directly, in any way interfere that part of the Competitive Business which is competitive with the relationship between "core business of the Company." In addition, the Executive may be employed by or engaged by any business which after the date hereof becomes a "Competitive Business," if the employment or engagement occurred prior to the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee entering into a new "core business of the Company Company" (whether by acquisition or any of its Subsidiaries at any time during Executivethrough the Company's employment period except for own initiative), which caused such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation to become a Competitive Business. Also, this section is not violated if the Executive owns no more than 5% of the Company or stock of any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handpublicly traded Competitive Business. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement The Company considers and the Executive acknowledges that the following restraints, on which the Executive has had the opportunity to take independent legal advice, are necessary for the reasonable protection by the Company to enter into this Agreement and issue of its business or the Shares hereunderbusiness of the Affiliates, the clients thereof or their respective affairs. (a) The Executive agrees thatshall not while he is employed by the Company or during the 6 month period after the Date of Termination, during (A) his/her period except in the event of employment with a wrongful termination by the Company, be employed by, serve as a consultant to, or otherwise in any capacity assist or directly or indirectly provide services to a Competitor (defined below) if the trade secrets, confidential information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company and the Affiliates to which the Executive had access during his employment hereunder could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. (Bb) The Executive shall not while he is employed by the Company or during the 12 month period after the Date of Termination, except in the event of a wrongful termination by the Company, solicit or attempt to solicit any person, company, firm or business who during the 12-month period prior to such solicitation or attempt by the Executive was a customer or supplier of the Company or Affiliate and with whom the Executive had business dealings during such 12 month period, provided that the restriction in this paragraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) The Executive resigns or Executive's employment shall not while he is terminated employed by the Company for any reason, or during the 12 month period which after the date of the termination of his employment, except in the event of a wrongful termination by the Company, solicit, entice, persuade or induce any individual who is employed by the Company is paying or the Executive severance compensation Affiliates (which shall be at a rate and an amount equal or was so employed within 90 days prior to the Executive's salary action) and health and other insurance benefits received by with whom the Executive immediately had business dealings during the 12 month period prior to the Termination Date), Executive's action to terminate or refrain from renewing or extending such period not employment or to exceed one year (the "Noncompete Period"), he shall not directly become employed by or indirectly own, manage, control, participate in, consult with, render services for, enter into contractual relations with any other individual or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by entity other than the Company or any of its Subsidiaries which are logical extensions of the Company's current businessAffiliates, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) and the Executive shall not be precluded from purchasing approach any such employee for any such purpose or holding publicly-traded securities authorize or knowingly cooperate with the taking of any such entity so long as the Executive shall hold less than 2% of the outstanding units of actions by any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on other individual or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreemententity. (iid) During the Noncompete Period, the The Executive shall not directly or indirectly through another entity own an equity interest in any Competitor (i) induce other than ownership of 1% or attempt to induce any employee less of the Company or outstanding stock of any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, corporation listed on the one hand, and any member of the Company or any of its Subsidiaries, on the other handa national stock exchange). (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement to a. Employee agrees that during the Company to enter into term of this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of employment with the Company, and (B) in the event that Executive resigns or Executive's employment is terminated by the Company for any reason, during the period which the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year (the "Noncompete Period"), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) year after the Employment Termination Date (except that in the event of resignation, within five days after termination or nonrenewal by the Termination Date, Company during the period commencing six (6) months preceding the date of a Change in Control and ending two (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of years following the date of a Change in Control, neither clause (i) of this Agreement. Section 10(a) nor Section 10(b) shall apply to Employee), Employee shall not (i) directly or indirectly solicit any person (natural or otherwise) to develop, construct, purchase or sell any multifamily or retail real estate or a mortgage loan financing such type of real estate if the person being solicited is or had been a developer or contractor with, or purchaser from or seller to, the Company of such type of property during the twelve (12) months prior to the Employment Termination Date or (ii) During the Noncompete Period, the Executive shall not directly recruit or indirectly through another entity (i) induce otherwise solicit or attempt to induce any person who is at the time an employee or consultant of the Company to terminate his employment with, or otherwise cease his relationship with, the Company, or hire any of its Subsidiaries to leave such employee or consultant who has left the employ of the Company within one (1) year after termination of such employee's employment or any of its Subsidiaries, or in any way interfere consultant's relationship with the relationship between the Company or Company, provided, however, that Employee may recruit any of its Subsidiaries and any employee thereof, (ii) hire any person who was an former employee of the Company or any of its Subsidiaries at any time during Executive's whose employment period except for such employees who have has been terminated by the Company and, provided further, that if Employee has terminated his employment of his own volition, this restriction upon recruiting employees or consultants shall run for two (2) years after the Employment Termination Date. For example, if the term hereunder is not renewed pursuant to Section 22 hereof, then for a one-year period following the date of such nonrenewal, Employee shall be subject to this Section 10(a) and Section 10(b) hereof; provided, however, that if a Change in Control occurs during the six-month period following the date of such nonrenewal (and such nonrenewal has been at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation the election of the Company or any of its Subsidiaries Company), Employee shall not be subject to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. clause (iiii) The provisions of this Section 5(a10(a) shall survive any termination or Section 10(b) hereof from and after the date of such Change in Control. By way of additional example, if a Change in Control occurs and an Employment Termination Date occurs (other than an Employment Termination Date occurring as a result of Employee's election not to renew this Agreement. ) during the two-year period commencing on the date of the Change in Control, Employee shall not be subject to clause (ivi) If, at the time of enforcement of this Section 5(a10(a) or Section 10(b) hereof from and after the Employment Termination Date. b. During any period that Employee is entitled to receive and is paid severance compensation in accordance with Section 5 hereof, if Employee shall become an employee, officer, director, shareholder, principal, agent, partner or consultant or otherwise be engaged in or have a financial or other interest in any business which competes with the Company, or its subsidiaries or affiliates or providers under contract of development, construction, property management or administrative services, equipment or facilities (which activity by the Employee is not prohibited by this Agreement), any base salary received from such activities shall be set off against any severance pay which he is entitled to receive from the Company. Notwithstanding the foregoing, Employee may make personal investments in the equity securities of any publicly traded company provided that any such investment does not exceed one percent (1%) of the market capitalization of the class of securities of the company in which his investment is made. c. The restrictions against activities set forth in Section 10(a) and (b) above are considered by the parties to be reasonable for the purposes of protecting the business of the Company. If any restriction is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities or in too large a geographic area, that restriction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that be interpreted to extend only over the maximum durationperiod of time, scope range of activities or geographic area reasonable under such circumstances shall as to which it may be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawenforceable.

Noncompetition. (i) As an inducement to During the Company to enter into this Agreement and issue the Shares hereunder, the Executive agrees that, during (A) his/her period of my employment with by the Company, I shall not, directly or indirectly, alone or as a consultant, partner, officer, director, employee, joint venturer, lender or stockholder of any entity, engage in any business or activity that is in competition with the products or services being created, developed, manufactured, marketed, distributed or sold by the Company in (a) the State of Connecticut, (b) the States of New York, Massachusetts and Connecticut, (Bc) the continental United States of America, (d) the United States and Europe or (e) worldwide. Notwithstanding the foregoing, except for the companies listed on Addendum I, as to which I agree that I may not have any direct investments, nothing contained in this Section 2 shall be deemed to prohibit me from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the event that Executive resigns aggregate, constitute more than one percent (1%) of any class or Executive's employment is terminated by series of outstanding securities of such corporation. If I resign from the Company for any reasonreason other than Good Reason (as such term is defined in my Severance Agreement with the Company), for one year following the termination of my employment, I will refrain from management of or participation in research programs at or on behalf of any entity in areas related to antimicrobials or in areas related to specific chemical approaches or series the Company is engaged in during the period my employment or in which the Company is paying planning to engage or has in the Executive severance compensation past engaged. If the Company terminates me, or if I resign for Good Reason (which as such term is defined in my Severance Agreement with the Company), the one year period stated in the previous sentence shall be at reduced to a rate and an amount equal period of 6 months following the termination of my employment period. Regardless of the reason for my termination or resignation in the case of areas of business unrelated to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date)antimicrobials, such period not to exceed for one year (following the "Noncompete Period")termination of my employment, he shall not directly regardless of the reasons for my termination, I will refrain from management of or indirectly own, manage, control, participate in, consult with, render services for, or participating in any manner engage in, any business competing directly or indirectly with the business as now or hereafter conducted by such non-antimicrobial programs which are under prosecution at the Company or any of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages is planning to engage or has definitive plans to engage in such business; provided, that (x) the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreementpast engaged in. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

Noncompetition. (i) As an inducement to the Company to enter into this Agreement and issue the Shares hereunder, the The Executive agrees that, acknowledges that during (A) his/her period of his employment with the Company, he will become familiar with trade secrets and (B) other Confidential Information concerning the Companies and their respective predecessors, and that his services will be of special, unique and extraordinary value to the Companies. In addition, in consideration of the event rights to the payments set forth in Article 5 of this Agreement, the Executive hereby agrees that Executive resigns or Executive's employment is terminated by the Company for at any reason, time during the Employment Period, and for a period which ending eighteen (18) months after the Company is paying the Executive severance compensation (which shall be at a rate and an amount equal to the termination of Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Date), such period not to exceed one year ’s employment (the "Noncompete “Noncompetition Period"”), he shall will not directly or indirectly own, manage, control, participate in, consult with, render services for(as an employee, consultant or in any other capacity) for or in any manner engage in, in any business competing directly or indirectly with the business as now or hereafter conducted by the Company or any of its Subsidiaries which are logical extensions insurance and reinsurance businesses of the Company's current businessCompanies as such businesses exist as of the termination of Executive’s employment, within any metropolitan geographical area in which the Company or any of its Subsidiaries engages or has definitive plans to Companies engage in such businessbusinesses; provided, that (x) however, that, if such termination is by the Company not for Cause or by the Executive for Good Reason under Section 5.03, the Executive shall not be precluded from purchasing bound by this Section 9.01 only to extent that the Company provides to the Executive the benefits set forth in Section 5.03 and Section 5.05; provided, further, that, if such termination is due to (i) the expiration of the original five year term of this Agreement or holding publicly-traded securities any extended term or (ii) by reason of any such entity so long as Executive’s resignation or leaving of his employment other than for Good Reason, the Executive shall hold less be bound by this Section 9.01 for the period of up to eighteen (18) months that the Company, at its sole option, within thirty (30) days following such termination, specifies in a written election given to the Executive, and the Company shall (a) pay the Executive an amount equal to two times the sum of the Base Salary and the target annual bonus set forth in Section 4.02 prorated for the period selected by the Company and identified in the above-referenced written election (such amount to be paid, subject to Section 13.10 below, in eighteen (18) equal monthly installments beginning, subject to Section 13.10 below, one month following the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company and continuing for the next seventeen (17) months thereafter), and (b) provide the benefits set forth in Section 5.05. It shall not be considered a violation of this Section 9.01 for the Executive to be a passive owner of not more than 2% of the outstanding units stock of any such class of securities and a corporation which is publicly traded, so long as the Executive has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignationcorporation. In addition, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement set forth in clause (B) above it shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other hand. (iii) The provisions be considered a violation of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted 9.01 for the stated durationExecutive to provide services in a non-managerial capacity to a non-risk bearing entity (for example, scope as an insurance broker or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawanalyst).

Noncompetition. The following noncompetition provisions shall apply: (i) As an inducement to The Executive shall not, at any time during his employment with the Company to enter into this Agreement and issue or the Shares hereundertwelve (12) month period commencing on the day immediately following the date (the “Termination Date”) on which his employment with the Company terminates for any reason, without the consent of the Board, directly or indirectly engage in any activity that the Board, in the exercise of its reasonable business judgment, determines is competitive with the Company’s business whether alone, as a partner of any partnership or joint venture, or as an officer, director, employee, independent contractor, consultant, or investor (a “Competitive Activity”). In furtherance of the immediately foregoing sentence, the Executive agrees thatshall promptly notify the Board (or its representative) in advance in writing (which shall include a description of the activity) of his intention to engage in any activity which could reasonably be deemed to be subject to this noncompetition provision, during and the Board shall respond to the Executive in writing within 10 calendar days indicating its approval or objections to the Executive’s engagement in the activity; provided, however, that if the Board (Aor its representative) his/her does not respond to or request additional information from the Executive within such ten (10) day period the Board’s approval shall be deemed to be granted. If the Executive fails to notify the Board of employment his intended activity in advance, the Board shall retain all its rights of objections. Notwithstanding the preceding provisions of this subsection (a)(i), this subsection (a)(i) shall not be construed as preventing the Executive from investing his personal -9- assets in any business that competes with the Company, and (B) in such form or manner as will not require any services on the part of the Executive in the event that Executive resigns or Executive's employment is terminated by operation of the Company for any reasonaffairs of the business in which such investments are made, during the period which the Company is paying but only if the Executive severance compensation does not own or control five percent (which shall be at a rate and an amount equal to 5%) or more of any class of the Executive's salary and health outstanding stock, or of any profits interest or capital interest (as applicable), of such business. (ii) The payments, benefits, and other insurance benefits received by entitlements under this Agreement are being made in consideration of, among other things, the Executive immediately prior to the Termination Date)obligations of this Section 5 and, such period not to exceed one year (the "Noncompete Period")in particular, he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in, any business competing directly or indirectly compliance with the business as now or hereafter conducted by the Company or any Section 5(a) of its Subsidiaries which are logical extensions of the Company's current business, within any metropolitan area in which the Company or any of its Subsidiaries engages or has definitive plans to engage in such businessthis Agreement; provided, however, that (x) all such payments, benefits, or other entitlements under the Executive shall not be precluded from purchasing or holding publicly-traded securities of any such entity so long as the Executive shall hold less than 2% of the outstanding units of any such class of securities Agreement are subject to and has no active participation in the business of such entity and (y) the Company shall have notified the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, conditioned upon the Executive's agreement set forth ’s entering into the Release and Agreement referred to in clause (BSection 6(i) above shall not apply in the event that the Termination Date occurs after the fifth anniversary of the date of this Agreement. (iiiii) During the Noncompete Periodtwenty-four (24) month period commencing on the day immediately following the Termination Date, the Executive shall not directly or indirectly through another entity (iA) induce influence or attempt to induce influence any employee person, firm, association, partnership, corporation, or other entity that is a contracting party with the Company to terminate any written agreement with the Company, except to the extent the Executive is acting on behalf of the Company in good faith, or (B) hire or attempt to hire for employment any person who is employed by the Company, or attempt to influence any such person to terminate employment with the Company, except to the extent the Executive is acting on behalf of the Company in good faith; provided, however, that nothing herein shall prohibit the Executive from generally advertising for personnel not specifically targeting any executive or other personnel of the Company. (iv) During the Term of Employment and for the twenty-four (24) month period immediately thereafter, the Executive shall not publicly criticize or disparage the Company, any Related Company, or any director, officer, executive, or agent of the Company or any of its Subsidiaries to leave the employ of the Company or any of its SubsidiariesRelated Company, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other business relation of the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handas may be required by law. (iiiv) The provisions During the Term of this Section 5(aEmployment and for the twenty-four (24) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existingmonth period immediately thereafter, the parties hereto agree that Company shall not issue any defamatory statements about the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by lawExecutive.

Noncompetition. (i) As an inducement to In consideration of the payments, benefits and other obligations of the Company to enter into Executive pursuant to this Agreement Agreement, Executive hereby covenants and issue the Shares hereunder, the Executive agrees that, at all times during (A) his/her period of employment with the Company, and (B) in the event that which Executive resigns or Executive's employment is terminated employed by the Company for any reason, Group and during the period which the Company is paying the Executive severance compensation “Restricted Period” (which shall be at a rate and an amount equal to the Executive's salary and health and other insurance benefits received by the Executive immediately prior to the Termination Dateas defined below), such period not to exceed one year (Executive shall not, in any place in the "Noncompete Period")world, he shall not directly or indirectly ownindirectly, own any interest in, manage, control, participate inin (whether as an officer, director, manager, employee, partner, equity holder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in, in any business competing directly or indirectly with engaged in anywhere in the business world, by the Company and its Subsidiaries (collectively, the “Company Group”) as now or hereafter conducted by the Company or any Group as of its Subsidiaries which are logical extensions as of the Company's current businessdate of Executive’s termination, within other than any metropolitan area in which business that is not directly related to the business conducted by the Company Group as of the date hereof as such business may be extended or any expanded, or proposed to be extended or expanded prior to date of its Subsidiaries engages or has definitive plans to engage in such businessExecutive’s termination; provided, that nothing herein shall prohibit Executive from investing in stocks, bonds, or other securities in any business if: (xi) such stocks, bonds, or other securities are listed on any United States securities exchange or are publicly traded in an over the Executive shall counter market, and such investment does not be precluded from purchasing or holding publicly-traded securities exceed, in the case of any such entity so long as the Executive shall hold less than capital stock of any one issuer two percent (2% %) of the issued and outstanding units capital stock or in the case of any bonds or other securities, two percent (2%) of the aggregate principal amount thereof issued and outstanding, or (ii) such class investment is completely passive and no control or influence over the management or policies of securities and has no active participation in such business is exercised. For purposes of this Section 7(a), the business of such entity and the Company Group shall only be “proposed to be extended or expanded” if: (yi) Executive has actual knowledge of the proposed extension or expansion of the business of the Company Group on or prior to the date that Executive’s employment is terminated; (ii) the Company shall have notified proposed extension or expansion of the Executive of its agreement to provide such severance compensation (1) in the event of resignation, within five days after the Termination Date, and (2) in the event of termination, on or before the Termination Date). Notwithstanding anything contained herein to the contrary, the Executive's agreement business is set forth in clause (B) above shall not apply in the event that the Termination Date occurs after the fifth anniversary a written business plan of the date of this Agreement. (ii) During the Noncompete Period, the Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries Company; and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries at any time during Executive's employment period except for such employees who have been terminated for at least six months or (iii) induce or attempt to induce any customer, supplier, licensee, franchisor or other such written business relation plan has been adopted by the Board not later than thirty (30) days following the date that Executive’s employment is terminated and Executive is notified in writing of such adoption promptly following the Company or any of its Subsidiaries to cease doing business with such member, or in any way interfere with the relationship between any such customer, supplier, licensee, franchisor or business relation, on the one hand, and any member of the Company or any of its Subsidiaries, on the other handsame. (iii) The provisions of this Section 5(a) shall survive any termination of this Agreement. (iv) If, at the time of enforcement of this Section 5(a), a court of competent jurisdiction shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.