Common use of Noncompetition Clause in Contracts

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

Noncompetition. During In the Term event the Employee incurs a Separation from Service by the Company without Just Cause or terminates for Good Reason (as such terms are defined in Section 8(c) and Section 8(e), respectively) the provisions of this Section 6(c) will not apply. However, if the Employee incurs a Separation from Service for Just Cause or terminates without Good Reason during the period of his employment hereunder, and for a period of 12 months one year following the termination of the Executive’s employment (the “Restricted Period”)hereof, the Executive Employee shall not, anywhere in the United States, directly or indirectly: (i) As owner, whether as a principalofficer, partnerdirector, memberstockholder, employeeinvestor, independent contractorproprietor, consultant, shareholder organizer or otherwise, provide services to (i) any entity (engage in the same trade or any divisionbusiness as the Company, unit or other segment of any entity) whose principal business is to originateas conducted on the date hereof, or provide management services in connection which would conflict with the origination ofinterests of the Company or in a trade or business competitive with that of the Company, mortgage loans towhich would conflict with the interests of the Company, or as conducted on the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or date hereof; or (ii) Offer or provide employment (whether such employment is with the Employee or any other business or in respect of any other endeavor that is competitive with enterprise), either on a full-time or similar part-time or consulting basis, to any other business activity person who then currently is, or who within one (x1) engaged in by the Company or any of its subsidiaries year prior to the date such offer or provision of employment has been, a management-level employee of the Executive’s termination Bank or Corporation. This subsection 6(c)(ii) shall only apply in the event the Employee has a voluntary Separation from Service. The restrictions contained in this paragraph upon the activities of employment or (y) that has been submitted the Employee following Separation from Service shall be limited to the Board following geographic areas (or a committee thereofhereinafter referred to as “Restricted Geographical Area”): (1) for consideration and that is under active consideration by the Board Terre Haute, Indiana; and (or a committee thereof2) as of the date of the Executive’s termination of employmentThe 00-xxxx xxxxxx xx Xxxxx Xxxxx, Xxxxxxx. Nothing contained in this Section 11 subsection shall prohibit prevent or limit the Executive from making any passive investment Employee’s right to invest in a public company, from owning 5% the capital stock or less of the issued and outstanding voting other securities of any entitybusiness dissimilar from that of the Bank or the Corporation, or from serving or, solely as a passive or minority investor, in any business. If the Employee does not comply with the provisions of this Section, the one-year period of non-employeecompetition provided herein shall be tolled and deemed not to run during any period(s) of noncompliance, independent director the intention of a company that does not compete with the Company or any parties being to provide one full year of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment non-competition by the Company Employee after the termination or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose expiration of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentAgreement.

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

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

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

Noncompetition. During the Term period of his employment hereunder, and for a period of 12 months one year following the termination of the ExecutiveEmployee’s employment (the “Restricted Period”)Separation from Service, the Executive Employee shall not, anywhere in the United States, directly or indirectly: (i) As owner, whether as a principalofficer, partnerdirector, memberstockholder, employeeinvestor, independent contractorproprietor, consultant, shareholder organizer or otherwise, provide services to (i) any entity (engage in a trade or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection competitive with the origination of, mortgage loans to, or Business of the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or Company; or (ii) Offer or provide employment (whether such employment is with the Employee or any other business or in respect of any other endeavor that is competitive with enterprise), either on a full-time or similar part-time or consulting basis, to any other business activity (x) engaged in by the Company person who then currently is, or any of its subsidiaries who within one year prior to the date such offer or provision of employment has been, a management-level employee of the Executive’s termination of employment Bank or (yCorporation. This subsection 6(c)(ii) that shall only apply in the event the Employee has been submitted a voluntary Separation from Service. The restrictions contained in this subsection 6(c) shall be limited to the Board following geographic areas (or a committee thereofhereinafter referred to as “Restricted Geographical Area”): (1) for consideration and that is under active consideration by the Board Terre Haute, Indiana; and (or a committee thereof2) as of the date of the Executive’s termination of employmentThe 00-xxxx xxxxxx xx Xxxxx Xxxxx, Xxxxxxx. Nothing contained in this Section 11 6 shall prohibit prevent or restrict the Executive Employee from making any passive investment engaging in a public companythe practice of law, from owning 5% including within the Restricted Geographical Area. In addition, nothing contained in this subsection shall prevent or less of limit the issued and outstanding voting Employee’s right to invest in the capital stock or other securities of any entitybusiness dissimilar from that of the Bank or the Corporation, or from serving or, solely as a passive or minority investor, in any business. If the Employee does not comply with the provisions of this Section, the one-year period of non-employeecompetition provided herein shall be tolled and deemed not to run during any period(s) of noncompliance, independent director the intention of a company that does not compete with the Company or any parties being to provide one full year of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment non-competition by the Company Employee after the termination or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose expiration of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentAgreement.

Noncompetition. During (a) The Executive agrees that, during the Term Executive’s employment with the Company and for a period of 12 twelve (12) months following the termination of such employment, whether termination is by the Executive or the Company, and regardless of the reasons therefor, the Executive shall not serve as an employee, agent, partner, shareholder, owner, investor, director, consultant, or other service provider for, or participate, engage, prepare to engage, or have any financial or other interest (whether directly or indirectly, and whether alone or together or in concert with any other Person(s)), in the business of or any activity relating to competitive gaming (including, without limitation, casino operation and horseracing) (any such business or activity, a “Competitive Business”), in any case, in any location where the Parent or any of its Subsidiaries or affiliates (including the Company) is engaged in at the time of the Executive’s applicable action or activity (or, if earlier, at the time of the termination of the Executive’s employment (with the “Restricted Period”Company and its Subsidiaries); provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive shall notmay own up to five percent (5%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Exchange Act. (b) The Executive further acknowledges and agrees that, anywhere in the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment event of any entity) whose principal business is to originate, or provide management services in connection the termination of his employment with the origination ofCompany, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) experience and capabilities are such that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment can obtain employment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does business activities which do not compete with the Company Parent or any the Company, and that the enforcement of its affiliates this Agreement by way of injunction shall not prevent the Executive from earning a reasonable livelihood. The Executive further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Parent and the Company’s legitimate business interests and are reasonable in scope and duration. (as described in this Section 11(b)), provided c) The Executive further acknowledges and agrees that such activities do the noncompetition provision does not create a conflict of interest with restrict the Executive’s employment by ability to provide a service to a former customer or client if each of the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if following are true: (i) the Executive’s employment is terminated under circumstances that Executive did not solicit the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), former customer or client; (ii) the Executive disagrees customer or client voluntarily left and timely invokes sought the arbitration process set forth in Section 13(a) to challenge such assertion, Executive’s services; and (iii) the Company does notExecutive has otherwise complied with the noncompetition’s provisions regarding time, within 10 business days after it receives geographic area, and scope of restrained activity, other than any limitation on providing services to a former customer or client who seeks the services of the Executive without any contact instigated by the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Payment.

Noncompetition. During (a) Except with the Term prior written consent of the Company authorized by a resolution adopted by the Board, for the period beginning upon the date hereof and for a period ending on (i) in the event of 12 months following the termination of the Executive’s 's employment (by the “Restricted Period”)Executive for Good Reason pursuant to Section 8(c) or by the Company pursuant to Section 8(d) hereof and the Executive is receiving payments from the Company pursuant to Section 9(c)(2) hereof, the Executive shall not, anywhere in date on which the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business last such payment is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, received; or (ii) in the event of the voluntary termination of the Executive's employment by the Executive pursuant to Section 8(d) hereof, the date which is nine (9) months from the Termination Date; or (iii) in the event of the termination of the Executive's employment for any other business reason, 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 respect 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 and travel agent commissions in any other endeavor that is competitive with or similar to any other business activity (x) engaged in by 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 for a period of one (1) year following termination of employment with the Company, he will not solicit or in any manner encourage employees of the Company, its subsidiaries or parent to leave its employ. Executive further agrees that during such period he will not offer or cause to be offered employment to any person who is employed by the Company, its subsidiaries or parent at any time during the six (6) months prior to the date termination of his employment with the Company. (c) In case one or more of the Executive’s termination of employment terms contained in Subsections (a) or (yb) of this Section 12 shall for any 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 Section. In addition, if any one or more of the terms contained in Subsections (a) or (b) of this Section shall for any reason be held to be excessively broad with regard to time, duration, geographic scope or activity that has been submitted term shall be construed in a manner to enable it to be enforced to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete extent compatible with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentapplicable law.

Noncompetition. During Executive acknowledges that in the course of his employment with the Company he will become familiar with the Company’s and its Affiliates’ trade secrets and with other confidential information concerning the Company and that his services will be of special, unique and extraordinary value to the Company and its Affiliates. Executive further acknowledges that the business of the Company and its Subsidiaries is nationwide. Therefore, Executive agrees that, during the Service Term and for a period the greater of 12 months following (i) one (1) year after the termination of all Severance Payments received by the Executive or (ii) two (2) years after the date of termination of Executive’s employment with the Company (collectively, the “Restricted Noncompete Period”), the Executive he shall notnot either directly or indirectly for himself or on behalf of or in conjunction with any other person, anywhere partnership, corporation or entity: (i) own, maintain, engage in, render any services for, manage, have any financial interest in, or permit his name to be used in connection with as a shareholder, bondholder, creditor, officer, director, partner, agent, contractor with, employee or representative of, or in any manner be associated with, or give financial, technical or other assistance to any business competing in the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (States with the business of the Company and/or its Subsidiaries or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by which the Company or any of its subsidiaries prior Subsidiaries have firm plans to engage in at the date time of the Executive’s termination of employment with the Company; (ii) become employed by or (y) that has been submitted associated with, in any capacity or in any position similar to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing position with the Company or in this Section 11 shall prohibit the any capacity or in any position in which Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not is required to compete with the Company or its Subsidiaries, any person, partnership, corporation or entity anywhere in the United States; provided, however, that nothing contained herein shall prohibit Executive from (i) owning up to five percent (5%) of its affiliates the outstanding securities of a publicly-held company or (ii) engaging in a consulting business so long as described such consulting business is limited to providing advice to copier/office equipment dealers in this Section 11(b)), provided that such activities do markets not create a conflict of interest with Executive’s employment serviced by the Company or result in its Subsidiaries at the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination time of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymenttermination.

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

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

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

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

Noncompetition. During Executive acknowledges that (i) Executive performs services of a unique nature for the Term Company that are irreplaceable, and that Executive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive has had and will continue to have access to Confidential Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of Executive’s employment by a competitor, Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and Executive has had and will continue to have access to these customers, (v) Executive has received and will receive specialized training from the Company and its affiliates, and (vi) Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of Executive’s employment. Accordingly, during Executive’s employment hereunder and for a period of 12 eighteen (18) months following the termination of the Executive’s employment (the “Restricted Period”)thereafter, the Executive shall agrees that Executive will not, anywhere directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in the design, distribution, marketing or manufacturing of tabletop, storage or food preparation products for the consumer and foodservice markets, with operations in the United States, directly or indirectlyCanada, whether as a principalMexico, partnerLatin America, memberAfrica, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, Europe and the lease of such real estate back toAsia, the owners and/or operators of, single-tenant retaildesign, distribution, storagemarketing or manufacturing of bakeware, industrial beverageware, serveware, storageware, flatware, dinnerware, crystal, buffetware, hollowware, premium spirit bottles, cookware, gadgets, candle, floral glass containers, and other similar houseware or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarketskitchen products, or (ii) in any other material business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by which the Company or any of its subsidiaries prior to or affiliates is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date. Notwithstanding the Executive’s termination foregoing, nothing herein shall prohibit Executive from being a passive owner of employment or not more than two percent (y2%) that has been submitted to of the Board (or equity securities of a committee thereof) for consideration and publicly traded corporation engaged in a business that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete competition with the Company or any of its affiliates (subsidiaries or affiliates, so long as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result Executive has no active participation in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge business of such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentcorporation.

Noncompetition. During Executive will not, during the Term term of his employment with the Company and any of its subsidiaries or affiliates and for a period of 12 24 months following the termination of the Executive’s employment thereafter (the “Restricted Period”), without the Executive shall notexpress written consent of the Company, anywhere in the United Statesany capacity (including, but not limited to, as an owner, member, partner, shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to engage in either (i) any entity the Business (or any divisionas defined in Section 4(i) hereinbelow), unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in anywhere within the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any the business of developing and/or operating surgery centers or other business or diagnostic/imaging centers primarily in respect non-urban areas (e.g., within a twenty-five (25) mile radius of any other endeavor location where the Company or any of its subsidiaries or affiliates, as of the date of termination, owns, leases, manages or otherwise maintains an operating facility), (iii) any business involved primarily in the physician recruitment business that is competitive with or similar to any other business activity (x) may, as a part of its operation, be engaged in the recruitment of physicians away from facilities owned or operated by the Company or any of its subsidiaries prior or affiliates (excluding recruitment activities that are conducted by means of general solicitation, such as by way of newspapers or the Internet, that is not targeted to recruit physicians away from a facility that is owned or operated by the date of the Executive’s termination of employment Company), or (yiv) any business that has been submitted to the Board (would be in competition with any business operation or a committee thereof) for consideration and venture that is under active consideration by the Board (or a committee thereof) was documented as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement part of the Company’s position regarding whether strategic plan at the Company is obligated time of Executive’s termination with implementation of such business operation expected to make commence within twelve (12) months after such termination; provided, however, nothing herein shall prohibit Executive’s ownership of stock in any publicly held company listed on a national securities exchange or whose shares of stock are regularly traded in the Severance Paymentover-the-counter market as long as such holding at no time exceeds two percent (2%) of the total outstanding stock of such company; and provided further, Executive shall be entitled to serve on the board of directors of Psychiatric Solutions, Inc.; and provided further, that nothing herein shall prohibit Executive, during the 24 months following termination of his employment with the Company, from providing consulting services to any person or entity if and only if such services relate exclusively to corporate governance issues affecting such person or entity.

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

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

Noncompetition. During Executive will not, during the Term term of his employment with the Company and any of its subsidiaries or affiliates and for a period of 12 24 months following the termination of the Executive’s employment thereafter (the “Restricted Period”), without the Executive shall notexpress written consent of the Company, anywhere in the United Statesany capacity (including, but not limited to, as an owner, member, partner, shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to engage in either (i) any entity the Business (or any divisionas defined in Section 4(i) hereinbelow), unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in anywhere within the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any the business of developing and/or operating surgery centers or other business or diagnostic/imaging centers primarily in respect non-urban areas (e.g. within a twenty-five (25) mile radius of any other endeavor location where the Company or any of its subsidiaries or affiliates, as of the date of termination, owns, leases, manages or otherwise maintains an operating facility), (iii) any business involved primarily in the physician recruitment business that is competitive with or similar to any other business activity (x) may, as a part of its operation, be engaged in the recruitment of physicians away from facilities owned or operated by the Company or any of its subsidiaries prior or affiliates (excluding recruitment activities that are conducted by means of general solicitation, such as by way of newspapers or the Internet, that is not targeted to recruit physicians away from a facility that is owned or operated by the date of the Executive’s termination of employment Company), or (yiv) any business that has been submitted to the Board (would be in competition with any business operation or a committee thereof) for consideration and venture that is under active consideration by the Board (or a committee thereof) was documented as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement part of the Company’s position regarding whether strategic plan at the Company is obligated time of Executive’s termination with implementation of such business operation expected to make commence within twelve (12) months after such termination; provided, however, nothing herein shall prohibit Executive’s ownership of stock in any publicly held company listed on a national securities exchange or whose shares of stock are regularly traded in the Severance Paymentover the counter market as long as such holding at no time exceeds two percent (2%) of the total outstanding stock of such company; and provided, further, Executive shall be entitled to serve on the board of directors of Psychiatric Solutions, Inc.; and provided further that nothing herein shall prohibit Executive, during the 24 months following termination of his employment with the Company, from providing consulting services to any person or entity if and only if such services relate exclusively to corporate governance issues affecting such person or entity.

Noncompetition. During 13.1 The Officer acknowledges that, during the Term course of his employment hereunder, he will have access to the Companies' customer and business prospects, knowledge of and experience in the techniques and methods the Companies used to do business in its industries and other information and know-how which, even if not directly disclosed to a competitor of the Companies, would give a competitor significant and unfair advantages over the Companies if made available to it through the Officer's employment. 13.2 Accordingly, unless the Officer requests in writing and is thereafter authorized in writing to do so by the Companies, the Officer will not, during the term of this Agreement, or for a period of 12 months following one (1) year thereafter, directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by, any business, corporation, proprietorship, partnership or other entity which competes with or is engaged in any alliance or joint venture with either of the Companies. 13.3 The undertakings in this Section 13: shall apply only to those areas where the Companies engage or propose to engage in business or which the Companies, at the termination of the Executive’s Officer's employment (hereunder have defined as their market territory, but shall not apply if the “Restricted Period”)Company is or the Companies are, and after thirty days' written notice to the Executive shall notCompanies thereof continue to be, anywhere in default of its or their obligation to make any of the payments they are then required to make to the Officer and the Officer is not in default in the performance of his obligations. For the avoidance of doubt, it is agreed that Energy Company's business involves participation in electronic gas trading markets with dealings with buyers, sellers and traders located throughout the United States, directly or indirectlyand in which geographical location of traders and managers in unimportant. Accordingly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services it is agreed that the restrictions of this Section 13 shall apply to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with Energy Company's competitors located throughout the origination of, mortgage loans to, or the purchase of real estate from, northeast and the lease of such real estate back to, the owners and/or operators of, singlemid-tenant retail, distribution, storage, industrial or service companies in the atlantic United States, including but not limited and that such limitations are reasonable in light of the kind of business transacted by Energy Company. 13.4 If the provisions of this Section 13 should ever be adjudicated to automotive dealersexceed the time, automotive parts and services storesgeographic or other limitations permitted by applicable law in any jurisdiction, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or then such provisions shall be deemed reformed in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior such jurisdiction to the date of maximum time, geographic or other limitations permitted the Executive’s termination of employment or (y) law applicable in that has been submitted to jurisdiction. In addition, the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate Officer hereby authorizes the Company to make bring the Severance Payment described in Section 8(a) (e.g.Officer's obligations hereunder to the attention of, and to provide a copy or description of pertinent Sections of this Agreement to, any entity which the Company asserts that the Executive’s believes may offer or has offered employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentOfficer.

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

Noncompetition. During (i) The Shareholders hereby acknowledge that (A) the Term Purchaser and for a period of 12 months following its Affiliates conduct the termination Business in the Territory and/or have current plans to expand the Business throughout the Territory, and (B) to protect adequately the interest of the Executive’s employment Purchaser and its Affiliates in, and the goodwill of, the Business, it is essential that any noncompetition covenant with respect thereto cover all of the Business and the entire Territory. (ii) None of the “Restricted Shareholders shall, during the Noncompete Period”, in any manner, either directly, indirectly, individually, in partnership, jointly or in conjunction with any Person (including through Wellness Square One, Inc., any Wxxxxxx Friends and Family, or otherwise), the Executive shall not, anywhere (A) engage in the United StatesBusiness within the Territory, (B) have an equity or profit interest in, advise or render services (of an executive, marketing, manufacturing, research and development, administrative, financial, consulting, employment, independent contracting or other nature) or lend money to any Person who or that engages in the Business within the Territory, or (C) perform, teach or instruct any Person to perform services that are performed by the Business. Notwithstanding any provision of this Agreement to the contrary and/or for the avoidance of doubt, (x) each Shareholder may own, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) securities of any entity having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which engages in a business competitive with the Business, provided that the Shareholder does not, directly or any divisionindirectly, unit individually or other segment in the aggregate (including without limitation by being a member of a group within the meaning of Rule 13d-5 under the Exchange Act) own beneficially or of record more than two percent (2%) of any class of securities of such entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that has been submitted the parties hereto agree that, with respect to Gxxx Xxxxxxx and Sxxxxxx Xxxxxxx Wxxxxxx and their obligations hereunder, the Board Wellness Business (or a committee thereof) for consideration and that including the Wellness Business performed by Wellness Square One, Inc., which is under active consideration currently wholly-owned by the Board (or a committee thereof) as Gxxx Xxxxxxx), shall not be deemed to be part of the date definition of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated “Business” for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose purposes of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance PaymentAgreement.

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

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

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

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

Noncompetition. During (a) Seller agrees that without the Term prior written consent of the Buyer, it shall not, and shall cause its Subsidiaries not to: (i) for a period of 12 months following five full years after the termination Closing Date, engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as equityholders in any corporation, joint stock association, limited liability company or other business entity, in any business that competes with the Business of the Executive’s employment Company (the “Restricted PeriodBusiness”)) as it exists on the Closing Date; or (ii) for a period of three full years after the Closing Date, employ or solicit, or receive or accept the Executive performance of services by any employee of Buyer or the Company; provided, that the foregoing provision will not prevent Seller or any of its Subsidiaries from ACTIVE 209289734v.13 employing any such person who contacts Seller or any of its Subsidiaries on his or her own initiative without any direct or indirect solicitation by, or encouragement from, Seller or any of its Subsidiaries; provided, further, that the publication of advertisements in newspapers and/or electronic media of general circulation (including advertisements posted on the Internet) will not be deemed a violation of this Section. (b) Notwithstanding the limitations contained in Section 5.12(a)(i) hereof, nothing herein shall prohibit SmartCare OS, LLC ("SmartCare") from marketing its services or providing its services to preschools, daycare service providers or childcare service providers so long as SmartCare and its Affiliates, officers, directors, members, owners, managers, agents, independent contractors, representatives, consultants, investors or advisors, do not, anywhere in the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease provision of such real estate back toservices or otherwise, (i) market, promote, sell, advertise or publicize the owners and/or operators of, singlepayment and billing (including collections) aspects of its services to non-tenant retail, distribution, storage, industrial or service companies public schools with students in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, second grade or higher or (ii) provide any other business of its payment and billing (including collections) services to non-public schools with students in the second grade or higher, in respect each case, without the prior written consent of Buyer; provided, however, that any other endeavor mass marketing or promotional efforts or the publication of advertisements in newspapers and/or electronic media of general circulation (including advertisements posted on the Internet), in each case, not specifically directed or targeted at non-public schools with students in the second grade or higher, will not be deemed a violation of this Section. (c) Seller agrees that is competitive it shall not, and shall cause its Subsidiaries not to, consolidate with, merge with or similar to any other business activity (x) engaged in by the Company into, or sell, convey, transfer or lease all or substantially all of its properties and assets of Seller or any of its subsidiaries prior Subsidiaries to another Person, unless the date of the Executive’s termination of employment resulting, surviving or (y) that has been submitted transferee Person agrees to the Board (or a committee thereof) for consideration and that is under active consideration be bound by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing restrictions set forth in this Section 11 to the same extent as Seller and its Subsidiaries. Notwithstanding the forgoing, SmartCare shall prohibit the Executive from making any passive investment in a public companybe permitted to consolidate with, from owning 5% merge with or less of the issued and outstanding voting securities of any entityinto, or from serving as a non-employeesell, independent director convey or transfer all or substantially all of a company that does not compete its properties and assets to another Person who competes with the Company Business so long as the surviving entity or transferee agrees in writing to comply with Section 5.12 to the extent relating in any of its affiliates manner to the SmartCare products or services. (as described d) If any provision contained in this Section 11(b))shall for any reason be held invalid, provided that illegal or unenforceable in any respect, such activities do invalidity, illegality or unenforceability shall not create a conflict affect any other provisions of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section, but this Section 11(b) shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the contraryextent such provision would be valid or enforceable under Applicable Law, if a court of competent jurisdiction shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (inot greater than those contained herein) the Executive’s employment is terminated as shall be valid and enforceable ACTIVE 209289734v.13 under circumstances such Applicable Law. Seller acknowledges that the Company asserts do not obligate the Company Buyer would be irreparably harmed by any breach of this Section and that there would be no adequate remedy at law or in damages to make the Severance Payment described in Section 8(a) (e.g., the Company asserts compensate Buyer for any such breach. Seller agrees that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) Buyer shall be entitled to challenge such assertioninjunctive relief requiring specific performance by Seller of this Section, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply Seller consents to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymententry thereof.

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

Noncompetition. For purposes of this Section 7, all references to the Company shall be deemed to include the Company's affiliates and subsidiaries. The Employee will not utilize his special knowledge of the business of the Company and his relationships with customers, suppliers of the Company and others to compete with the Company. During the Term term of this Agreement and for a period of 12 months following one (1) year after the expiration or termination of the Executive’s employment (the “Restricted Period”)this Agreement, the Executive Employee shall notnot engage, directly or indirectly or have an interest, directly or indirectly, anywhere in the United StatesStates of America or any other geographic area where the Company does business or in which its products are marketed, directly alone or indirectlyin association with others, whether as a principal, officer, agent, employee, director, partner, memberstockholder or lender (except with respect to his employment by the Company), employeeor through the investment of capital, independent contractorlending of money or property, consultant, shareholder rendering of services or otherwise, provide services in any business competitive with or substantially similar to that engaged in by the Company, including without limitation, the development, manufacture and distribution of bullet and projectile resistant garments, including bullet resistant and sharp instrument penetration resistant vests, bullet resistant blankets, bomb disposal suits and helmets, bomb protection and disposal equipment and load bearing vests, and other ballistic protection and security equipment, including explosive ordnance device (iEOD) any entity (or any divisionhandling and detection equipment, unit or EOD suppression and disposal equipment, helmets, face masks, xxxxxxx, hard armor ballistic plates, customized armor for vehicles and other segment of any entity) whose principal business is to originatecustom armored products, and related products, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company at the time in question for which the Employee is directly or any of its subsidiaries prior to indirectly responsible (it being understood hereby, that the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration ownership by the Board (or a committee thereof) as Employee of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities stock of any entitycompany listed on a national securities exchange shall not be deemed a violation of this Section 7); provided, however, that in the event the Employee is terminated without cause, then the provisions of this Section 7 will continue to be applicable to the Employee. During the same period, the Employee shall not, and shall not permit any of his employees, agents or others under his control to, directly or indirectly, on behalf of himself or any other person, (i) call upon, accept business from, or solicit the business of any person who is, or who had been at any time during the preceding two years, a customer of the Company or any successor to the business of the Company, or otherwise divert or attempt to divert any business from serving as a non-employeethe Company or any such successor, independent director or (ii) directly or indirectly recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company or any successor to the business of a company that does not compete the Company to terminate his or her employment or other relationship with the Company or such successor, or hire any person who has left the employ of its affiliates (the Company or any such successor during the preceding two years. The Employee shall not at any time, directly or indirectly, use or purport to authorize any person to use any name, xxxx, logo, trade dress or other identifying words or images which are the same as described or similar to those used at any time by the Company in connection with any product or service, whether or not such use would be in a business competitive with that of the Company. Any breach or violation by the Employee of the provisions of this Section 7 shall toll the running of any time periods set forth in this Section 11(b)), provided that 7 for the duration of any such activities do not create a conflict of interest with Executive’s employment by the Company breach or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentviolation.

Noncompetition. During (a) Except with the Term prior written consent of the Company authorized by a resolution adopted by the Board, for the period beginning upon the date hereof and for a period ending on: (i) in the event of 12 months following the termination of the Executive’s 's employment (by the “Restricted Period”)Executive for Good Reason pursuant to Section 8(c) or by the Company pursuant to Section 8(d) hereof and the Executive is receiving payments from the Company pursuant to Section 9(c)(2) hereof, the Executive shall not, anywhere in date on which the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business last such payment is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, received; or (ii) in the event of the voluntary termination of the Executive's employment by the Executive pursuant to Section 8(d) hereof, the date which is nine (9) months from the Termination Date; or (iii) in the event of the termination of the Executive's employment for any other business reason, 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 respect any capacity whatsoever engage in, become substantially financially interested in, employed by or have any connection with, any business engaged principally in the development of hospitality central reservation or property management systems software or provision of hospitality central reservation and property management services in any other endeavor that is competitive with or similar to any other business activity (x) engaged in by country where the Company or any of its subsidiaries is then engaged in such businesses; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of the class of a publicly traded stock or securities of such corporation. (b) Executive agrees that for a period of one year following termination of employment with the Company, he/she will not solicit or in any manner encourage employees of the Company, its subsidiaries or parent to leave its employ. Executive further agrees during such period he/she will not offer or cause to be offered employment to any person who is employed by the Company, its subsidiaries or parent at any time during the six months prior to the date termination of his/her employment with the Company. (c) In case any one or more of the Executive’s termination of employment terms contained in subsections (a) or (yb) of this Section shall for any 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 Section. In addition, if any one or more of the terms contained in subsections (a) or (b) of this Section shall for any reason be held to be excessively broad with regard to time, duration, geographic scope or activity that has been submitted term shall be construed in an manner to enable it to be enforced to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete extent compatible with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentapplicable law.

Noncompetition. (a) During the Term Executive’s employment with the Company and for a period of 12 months one year following the termination of the Executive’s employment a Covered Termination (such one-year period, the “Restricted Post-Termination Period”), the Executive shall notnot engage in Competition (as defined below) with the Company or any of its subsidiaries. (b) For purposes of this Agreement, anywhere in “Competition” shall mean the United Statestaking of any of the following actions by the Executive: (i) conducting, directly or indirectly, any business involving the development, acquisition, sale or management of “Class A” commercial office properties, whether such business is conducted by the Executive individually or as a principal, partner, memberofficer, director, consultant, employee, independent contractorstockholder or manager of any person, consultantpartnership, shareholder corporation, limited liability company or any other entity, except as provided below; and (ii) ownership of interests in “Class A” commercial office properties that are competitive, directly or indirectly, with any business carried on, directly or through one or more subsidiaries or otherwise, provide services by the Company; provided, however, that the term “Competition” shall not include (A) the Executive’s activities related to (i) any entity (the ownership, development, financing, management, leasing, marketing, sale, transfer or any division, unit or other segment exchange of any entity) whose principal business is of the properties listed on Schedule A hereto and any passive ownership interest in real property received in exchange therefor, provided that, the Executive’s ownership and activities with respect to originate, or provide management services any property received in connection any exchange for the properties listed on Schedule A otherwise comply with the origination ofterms and conditions of this Agreement, mortgage loans to(B) the Executive’s participation as a passive investor in the ownership, development, financing, management, leasing, marketing, sale, transfer or the purchase exchange of real estate fromproperty that does not compete, and the lease of such real estate back todirectly or indirectly, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) with any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in carried on by the Company or any of its subsidiaries prior subsidiaries, (C) the direct or indirect ownership by the Executive of up to five percent of the outstanding equity interests of any public company, (D) other real estate activities not related to “Class A” commercial office properties and (E) solely with respect to the date of Post-Termination Period, the Executive’s termination conduct of employment business or (y) that has been submitted to ownership of real property in geographical areas other than the Board (or a committee thereof) for consideration and that is under active consideration by geographical areas in which the Board (or a committee thereof) Company owns, as of the date Date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public companyTermination, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentreal property.

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

Noncompetition. During The Employee acknowledges that (i) the Employee will perform services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company and its affiliates, (ii) the Employee will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, and (iv) the Employee will generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employment Term and for a period of 12 thirty-six (36) months following after the termination of the Executive’s employment (the “Restricted Period”)Employment Term, the Executive shall employee will not, anywhere in the United States, directly or indirectly, individually or on behalf of or in association with any other person or entity, engage in (or undertake any planning to engage in), whether as a principalan officer, partner, memberdirector, employee, independent contractor, advisor, sales representative, consultant, shareholder shareholder, owner, partner, manager or otherwisein any other capacity, provide services to (i) any entity (Business or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor activity that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete competition with the Company or any of its affiliates (as described or the Business or that is substantially similar to the Business anywhere in this Section 11(b))North America, provided that such activities do not create a conflict of interest with Executive’s employment by China, or India including any state, county, province or other locale in North America, China, or India in which the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome its affiliates operates as of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employmentthe Employment Term, or in any other jurisdiction in which the Company or any of its affiliates operates as of the date of termination of the Employment Term or in which they have planned, on or prior to such date, to operate on or after such date. To effectuate The restrictions set forth in this Section 10(b) shall not be construed to preclude the purpose Employee from making an investment in the Company, or in the securities of this provisionany business enterprise to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange; but only if such investment is passive and does not exceed two percent (2%) of the outstanding voting securities of such enterprise. “Business” means each business in which the Company or any of its subsidiaries is engaged on the date of termination of the Employment Term or in which they have planned, on or prior to such date, to be engaged in on or after such date, including, without limitation, the Company willbusiness of food products manufacturing (including, within 10 business days without limitation, fruits, vegetables, proteins), manufacturing freeze-drier machinery and technology, distributing, marketing and/or selling (including selling to any wholesaler or retailer) of the termination of Executive’s employmentfreeze dried or jerky foods for human consumption, regardless of who initiates such termination or the reason for italong with any combination thereof and freeze-drier technology and machinery, provide the Executive along with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentany combination thereof.

Noncompetition. During In order to protect the Term and goodwill of the Business, for a period of 12 months following three (3) years after the termination Closing, neither Seller nor any of the Executive’s employment (the “Restricted Period”), the Executive shall not, anywhere in the United Statesits Affiliates will, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originateengage in, or provide management have an ownership interest in or act as agent, advisor, or consultant of or to any Person that is engaged in, the business of designing, developing, formulating, manufacturing, or selling products and services in connection that are competitive with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts products and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in sold by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) Business as of the date of Effective Date (the Executive’s termination of employment“Non-Compete Business”). Nothing in this Section 11 7.3, however, shall be deemed to prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company restrict Seller or any of its affiliates Affiliates: (a) from advising bank customers with respect to the various options available to such customers to fund educational expenses so long as described neither Seller nor any of its Affiliates enters into any Contract or receives any consideration in this Section 11(brespect of Non-Compete Business as a result of such actions; (b) from engaging in its banking, leasing, investment management, consumer finance and investment banking businesses as currently conducted, which provide services such as loans, lines of credit, leases, public finance, deposit products, asset management, consulting, treasury management and other services to individual, corporate and institutional clients, including educational institutions, in each case (i) as currently conducted and (ii) excluding the Non-Compete Business; (c) from acquiring or owning less than a five percent (5%) equity interest in any publicly-traded company (whether or not such company is engaged in a business that competes with the Non-Compete Business)), ; (d) from acquiring a controlling equity interest in any company or other entity that is engaged in a business that competes with the Non-Compete Business if the annual sales from such company’s or entity’s competing business do not exceed twenty percent (20%) of such company’s or entity’s total revenues in the 12-month period immediately preceding such acquisition; provided that the acquisition of such activities do competing business was not create the principal purpose of such acquisition and that the Non-Compete Business remains within such company or entity and no employee of Seller or any of its Affiliates (other than the Non-Compete Business) receives any consideration in respect of such Non-Compete Business; (e) from acquiring a conflict controlling equity interest in any company or other entity that is engaged in a business that competes with the Non-Compete Business if the annual sales from such company’s or entity’s competing business or entity exceed 20% of interest with Executivesuch company’s employment by the Company or result entity’s total revenues in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if 12-month period immediately preceding such acquisition; provided that (i) the Executive’s employment is terminated under circumstances that acquisition of such competing business was not the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause)principal purpose of such acquisition, (ii) the Executive disagrees Non-Compete Business remains within such company or entity and timely invokes no employee of Seller or any of its Affiliates (other than the arbitration process set forth Non-Compete Business) receives any consideration in Section 13(a) to challenge respect of such assertion, Non-Compete Business and (iii) the Company does notSeller disposes of any such competing business within eighteen (18) months after its acquisition; or (f) from having a direct or ultimate controlling equity interest of Seller be acquired (whether by means of a merger, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing a sale of equity or otherwise) by any company or other entity that it will make the Severance Payment if the Severance Payment is not yet duean Affiliate of Seller prior to such acquisition but that, directly or deposit indirectly through subsidiaries or other Affiliates, is engaged in a business that competes with the full amount Non-Compete Business; provided, however, for the avoidance of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome doubt, Seller and those other Persons that are Affiliates of the arbitration, then Seller prior to such acquisition shall otherwise remain bound by their obligations under this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Payment7.3.

Noncompetition. (a) During the Term and for a period of 12 months following from the termination Closing Date until the four-year anniversary of the Executive’s employment (the “Restricted Period”)Closing Date, the Executive shall Seller will not, anywhere in the United Statesand will cause its Affiliates not to, directly or indirectly, whether as a principalwithin the United States of America, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies engage in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, Business or (ii) any other business manage, operate, or participate in respect the ownership, management, operation or control of any other endeavor Business Entity or subset of any Business Entity that is competitive with or similar to any other business activity (x) engaged in by the Company Business. (b) For the avoidance of doubt, consistent with past practice and any reasonable extension thereof, the provisions of Section 10.11(a) will not prohibit the Seller or any of its subsidiaries prior Affiliates from engaging in the research, development, manufacture, marketing, delivery direct from factory to end users at job sites or manufactured housing manufacturing facilities and deliveries to other distributors, retailers and other resellers at such distributor’s, retailer’s or other reseller’s place of business or delivery to third parties providing warehousing services to Seller or its Affiliates, or sales of its products or any Third Party’s products, or the date provision of related services, to end customers, retailers or other distributors, other than through brick-and-mortar wholesale and retail distribution centers like those operated by an Acquired Company that are operated by the Seller or its Affiliates (other than an Acquired Company). (c) Notwithstanding the foregoing, nothing in this Section 10.11 will prohibit or otherwise restrict the Seller or its Affiliates from: (i) owning or acquiring an interest in a purely passive and non-controlling mutual fund or similar common investment vehicle that may own an interest in any Business Entity that engages in all or a portion of the Executive’s termination Business; (ii) owning or acquiring, for purposes of employment passive investment, less than 5% of (A) any class of securities or (B) the value of the Indebtedness of any Business Entity that engages in all or a portion of the Business; and (iii) acquiring the whole or any part of a Business Entity that does not primarily engage in the Business, or the whole or any part of a business that does not primarily engage in operations that compete with the Business; provided that the Seller or such Affiliate of the Seller will (x) promptly (and in any event within six months) following the acquisition of such Business Entity or business, use its Reasonable Efforts to dispose of the assets representing the portion of such Business Entity or business that competes with the Business and (y) provide the Purchaser with an opportunity to bid on the disposition of such assets; provided, further, that has been submitted the Seller and its Affiliates shall not be required to dispose of any assets of a Business Entity or business pursuant to this clause (iii) (and shall not be deemed to be in breach of this Section 10.11 for failing to dispose of any such assets) if less than 10% of the Board gross revenue of the Business Entity or business acquired, as set out in the latest available annual financial statements of such Business Entity or business (or determined on a committee thereof) for consideration and that is under active consideration by pro forma basis as if the Board (or a committee thereof) disposition of such assets had occurred as of the date first day of the Executive’s termination period covered by the latest available annual financial statements), directly resulted from operations that compete with the Business. (d) The Seller agrees and acknowledges that the potential harm to the Business and/or the Acquired Companies of employmentthe non-enforcement of any provision of this Section 10.11 outweighs any potential harm to the Seller of its enforcement by injunction or otherwise. Nothing The Seller recognizes that the territorial, time and scope limitations set forth in this Section 11 shall prohibit 10.11 are reasonable and are properly required to protect the Executive from making any passive investment Purchaser’s legitimate interest in a public companyclient relationships, from owning 5% or less goodwill and trade secrets of the issued Business, and outstanding voting securities the Acquired Companies, and that such limitations would not impose any undue burden upon the Seller. In the event that any such territorial, time or scope limitation is deemed to be invalid, prohibited or unenforceable by a court of competent jurisdiction, the Parties agree to the reduction of any entityor all of said territorial, time or from serving scope limitations to such an area, period or scope as a non-employeesaid court will deem reasonable or enforceable under the circumstances. The Parties recognize and affirm that, independent director in the event of a company that does not compete with breach by the Company or Seller of any of its affiliates (as described in the provisions of this Section 11(b))10.11, provided money damages would be inadequate and the Purchaser and the Acquired Companies would not have any adequate remedy at law. Accordingly, the Parties agree that such activities do not create a conflict of interest with Executivethe Purchaser and the Acquired Companies may have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and the Seller’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in obligations under this Section 11(b) 10.11 by an action or actions for specific performance, injunction and/or other equitable relief against the Seller to the contraryenforce or prevent any violations, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g.whether anticipatory, the Company asserts that the Executive’s employment is terminated for Cause)continuing or future, (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome provisions of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Payment10.11.

Noncompetition. During (a) The Executive covenants that during the Term and Executive’s employment with the Corporation and, in the event the Executive has a Voluntary Separation from Service or will receive or has received the severance benefits provided for in Section 1.4, for a period of 12 calendar months following the termination of the Executive’s employment (the “Restricted Period”)such Separation from Service, the Executive shall will not, anywhere except as otherwise provided for in this Section 3.4, undertake any work for a Competing Business, as defined in Section 3.4(b). (b) As used in this Agreement, the United Statesterm “Competing Business” shall specifically include, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to but not be limited to: (i) any entity (or any divisionXxxxxx.xxx, unit or other segment of any entity) whose principal business is to originateInc., or provide management services in connection with the origination ofBurlington Stores, mortgage loans toInc., or the purchase of real estate fromXxxx’x Corporation, Xxxx’x Companies, Inc., Macy’s, Inc., Target Corporation, The TJX Companies, Inc., Xxxx Stores, Inc., Walmart Inc., and the lease any of such real estate back totheir respective subsidiaries or affiliates, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or or (ii) any other business (A) that, at any time during the Severance Period, competes directly with the Corporation through sales of merchandise or services in respect the United States or another country or commonwealth in which the Corporation, including its divisions, affiliates and licensees, operates, and (B) where the Executive performs services, whether paid or unpaid, in any capacity, including as an officer, director, owner, consultant, employee, agent, or representative, where such services involve the performance of any other endeavor that is competitive with or similar to any other business activity (x) engaged in substantially similar duties or oversight responsibilities as those performed by the Company or Executive at any of its subsidiaries prior to time during the date of 12-month period preceding the Executive’s termination of employment from the Corporation for any reason, or (y) greater duties or responsibilities that has been submitted include such substantially similar duties or oversight responsibilities as those referred to the Board in (x); or (iii) any business that provides buying office or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as sourcing services to any business of the date of the Executive’s termination of employment. Nothing types referred to in this Section 11 3.4(b). (c) For purposes of this section, the restrictions on working for a Competing Business shall prohibit include working at any location within the United States or Puerto Rico. Executive acknowledges that the Corporation is a national retailer with operations throughout the United States and Puerto Rico and that the duties and responsibilities that the Executive from making any passive investment performs, or will perform, for the Corporation directly impact the Corporation’s ability to compete with a Competing Business in a public companynationwide marketplace. Executive further acknowledges that Executive has, from owning 5% or less will have, access to sensitive and confidential information of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company Corporation that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) relates to the contrary, if (i) the ExecutiveCorporation’s employment is terminated under circumstances that the Company asserts do not obligate the Company ability to make the Severance Payment described compete in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Paymentnationwide marketplace.

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