Common use of Noncompetition Clause in Contracts

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

Noncompetition. During Executive acknowledges that (i) Executive performs services of a unique nature for the Employment Period, Company that are irreplaceable and following termination of the that Executive’s performance of such services to a competing business will result in irreparable harm to the Company and its subsidiaries; (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 and its subsidiaries; (iii) in the course of employment by a competitor, Executive would inevitably use or disclose such Confidential Information; (iv) the Company and its subsidiaries 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, Holdco Company and any its affiliates; and (vi) Executive has generated and will continue to generate goodwill for the Company and its subsidiaries in the course of their affiliatesemployment. Accordingly, during the Employment Term and for a period of six (6) months thereafter (the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall agrees that Executive will not, and will not prepare to, directly or indirectly participate in indirectly, own, manage, operate, control, lend one’s name or permit his name directly assistance to, be employed or indirectly to be used engaged by or become associated with (including whether as an advisoremployee, representative, agent, promoterconsultant, independent contractor, provider of personal services contractor or otherwise, and whether or not for compensation) or render services to any person, corporation, partnership, firm, association corporation or other enterprise or entity (a “person”) that isentity, or intends to bein whatever form, engaged in any business which is or preparing to engage in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) in any other material business in which the Executive does notCompany or any of its subsidiaries is engaged or in which they have planned to be engaged in any state, directly or indirectlycounty, participate inmunicipality, become associated withcity, or otherwise have responsibilities that relate other locale of the United States or any other country or jurisdiction in which the Company or any subsidiary conducts or has material plans to conduct business in each case, during the conduct or operations ofEmployment Term. Notwithstanding the foregoing, any Competitive Business nothing herein prohibits Executive from being a passive owner of not more than 1% of the equity securities of a publicly traded corporation engaged in a business that is conducted by such person in competition with the Company or a divisionany of its subsidiaries or affiliates, group, or subsidiary or affiliate so long as Executive has no active participation in the business of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)corporation.

Noncompetition. During Executive acknowledges that in the Employment Periodcourse 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 following 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 the greater of (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 CompanyCompany (collectively, Holdco and any of their affiliates, during the “Restriction Noncompete Period” (as hereinafter defined”), the Executive he shall not either directly or indirectly participate for himself or on behalf of or in conjunction with any other person, partnership, corporation or entity: (i) own, maintain, engage in, render any services for, manage, have any financial interest in, or permit his name directly or indirectly to be used by or become associated in connection with (including as an advisora shareholder, representativebondholder, creditor, officer, director, partner, agent, promotercontractor with, independent contractoremployee or representative of, provider or in any manner be associated with, or give financial, technical or other assistance to any business competing in the United States with the business of personal services the Company and/or its Subsidiaries or otherwiseany business with which the Company or its Subsidiaries have firm plans to engage in at the time of the Executive’s termination of employment with the Company; (ii) become employed by or associated with, in any capacity or in any position similar to Executive’s position with the Company or in any capacity or in any position in which Executive is required to compete with the Company or its Subsidiaries, any person, corporation, partnership, firm, association or other enterprise corporation or entity (a “person”) that is, or intends to be, engaged anywhere in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)United States; provided, however, that the foregoing will not nothing contained herein shall prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% owning up to five percent (5%) of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock outstanding securities of a publicly-held corporation whose stock company or (ii) engaging in a consulting business so long as such consulting business is traded on a national securities exchange limited to providing advice to copier/office equipment dealers in markets not serviced by the Company or in an over-the-counter market)its Subsidiaries at the time of Executive’s termination.

Noncompetition. During the Employment Period, and following termination In view of the Executive’s employment with unique nature of the Companybusiness of the Employer and the need of the Employer to maintain its competitive advantage in the industry, Holdco and any of their affiliatesthe Employee agrees that, during the “Restriction Period” Restricted Period (as hereinafter defineddefined in Section 10.2 below), the Executive Employee shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate within the United States of America or its Territories or Possessions or within any other country in the world in which the Employer has conducted or is then conducting business, engage in, own an interest in (except as a holder of no more than five percent (5%) of the shares of any publicly traded corporation), be employed by, consult for, act as an advisor to, or otherwise in any way participate in or become associated with, any Competitive Business (as defined in Section 10.2 below) or any corporation, partnership, limited liability company, business, enterprise, venture or other person or entity that is engaged or participates in any Competitive Business (each, a "Competitive Business Entity"), unless in each case the Employee shall have given to the Board notice of the Employee's intention to be employed by, consult for, act as an advisor to, or otherwise have responsibilities that relate to the conduct in any way participate in or operations ofbecome associated with, any Competitive Business or any Competitive Business Entity and the Board shall have approved the Employee's relationship with or engagement in such Competitive Business or Competitive Business Entity; provided, however, that, notwithstanding anything in the foregoing provisions of this Section 10.1 to the contrary, the Employee may be employed by, consult for, act as an advisor to, or otherwise participate in any way with, any person or entity that is conducted engaged in any Competitive Business if, but only if, the services being rendered by the Employee to such person or a divisionentity (whether in the nature of employment services, groupconsulting services or otherwise) do not pertain or in any way relate to such Competitive Business. During the Restricted Period, the Employee also shall not solicit, or subsidiary arrange to have any other person or affiliate of such person. For purposes of this Agreemententity solicit, any person or entity engaged by the Employer as an employee, customer or supplier of, or consultant or advisor to, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of Employer to terminate such party's relationship with the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Employer.

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

Noncompetition. During the Employment Period, Executive acknowledges and following termination of the Executive’s employment agrees with the Company, Holdco Company that Executive's services to the Company are unique in nature and that the Company would be irreparably damaged if Executive were to provide similar services to any of their affiliates, person or entity competing with the Company or engaged in a similar business. Executive accordingly covenants and agrees with the Company that during the “Restriction Period” (as hereinafter defined), period commencing with the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider date of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business this Agreement and ending on the later of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% the second anniversary of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) this Agreement and (ii) the first anniversary of the date of the termination of Executive's employment with the Company (the "Noncompetition Period"), Executive does shall not, directly or indirectly, either for himself or for any other individual, corporation, partnership, joint venture or other entity, participate inin any business (including, become associated with, or otherwise have responsibilities that relate to the conduct or operations ofwithout limitation, any Competitive Business that is division, group or franchise of a larger organization) anywhere in the world which engages or which proposes to engage in the manufacture, design, assembly and sale of capital equipment and related services for the solar power industries or any other business hereafter conducted by such person or the Company but prior to Executive's termination (a division, group, or subsidiary or affiliate of such person"Competitor"). For purposes of this Agreement, the term “participate” includes "participate in" shall include, without limitation, having any direct or indirect interestinterest in any corporation, partnership, joint venture or other entity, whether as an a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, directormanager, supervisor, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeconsultant or otherwise); provided, independent contractorhowever, consultantthat notwithstanding the restrictions set forth in this Section 4, advisorExecutive may own, provider directly or indirectly, solely as a passive investment, securities of personal servicesany Competitor traded on any national securities exchange, creditorprovided that Executive is not a controlling person of, or owner a member of a group which controls, such entity and does not, directly or indirectly, "beneficially own" (other than by ownership as defined in Rule 13d-3 of less than the Securities Exchange Act of 1934, as amended) five percent (5%) or more of the stock any class of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)of such Competitor.

Noncompetition. During the Employment Period, Employee acknowledges and following termination agrees that by virtue of the Executive’s employment Employee's position with the Company, Holdco Employee will be exposed to the Company's valuable Trade Secrets and any Confidential Information and will have access to the Company's customers and suppliers at the highest level and that, if used in competition with the Company, such contacts and information would enable Employee to irreparably injure the Company and its Affiliates if Employee should compete with the Company in a business that is competitive with the business conducted by the Company and its Affiliates during the continuation of their affiliatesEmployee's employment with the Company or which the Company proposes to conduct as of the termination of the employment of the Employee (and of which the Employee has knowledge). For these reasons, Employee hereby agrees that Employee will not, during the “Restriction Period” (as hereinafter defined), Noncompetition Period and within the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does notProtected Area, directly or indirectly, participate ineither as an individual, become associated witha partner or a joint venturer, or otherwise have responsibilities that relate to in any other capacity, (a) invest (other than investments in publicly-owned companies which constitute not more than 1% of the conduct or operations of, voting securities of any Competitive Business such company) in any business that is conducted by such directly competitive with that of the Company or its Affiliates, (b) accept employment with or render services to a direct competitor of the Company as a director, officer, manager, consultant, executive or other employee, (c) engage, for Employee's self or any other person or a divisionentity in the sales, groupmarketing, design, offer or manufacture of products or services directly competitive with any product and/or services sold, marketed, designed, offered or manufactured by the Company or its Affiliates, or subsidiary (d) solicit or affiliate accept business with respect to products or services that are directly competitive with the products and/or services sold, marketed, designed, offered or manufactured by the Company or its Affiliates from any customers of such personthe Company or its Affiliates or any person or entity whose business the Company or its Affiliates is soliciting or solicited during Employee's employment. For purposes of this Agreement, a "competitor" or a business that is competitive with the Company means only those persons, firms, sole proprietorships, partnerships, companies, corporations, or other entities that manufacture and/or market textile related bed, bath, pillow and pad products and/or perform services in direct competition with those marketed and/or performed by the Company or its Affiliates within the Protected Area; provided, however, the term “participate” "competitor" (i) expressly excludes any entity where the foregoing definition would apply to 10% or less of such entity's annual sales, and (ii) expressly includes any direct or indirect interestWestpoint ▇▇▇▇▇▇▇, whether as an officerInc., directorSprings Industries, employeeInc. and ▇▇▇ River, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).Inc.

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

Noncompetition. During Employee covenants and agrees (the Employment Period“Noncompetition Covenant”) that in consideration, and following termination among other things, of the Executive’s employment with the Company, Holdco and any of their affiliatesseverance payments specified in Section 10(b) below, during the “Restriction Period” Restricted Period (as hereinafter defineddefined below), the Executive Employee shall not not, directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including indirectly, whether as an advisorindividual on Employee’s own account, representativeor as a shareholder, owner, member, partner, joint venture, manager, director, officer, employee, consultant and/or agent of a third party: (a) enter into or engage in any Competitive Activity; (b) solicit customers or business patronage which results in any Competitive Activity; (c) promote or assist, financially or otherwise, any person, firm, association, corporation or other entity engaged in any Competitive Activity; or (d) except on behalf of the Company or any Company Affiliates, employ or engage, whether as an employee, officer, manager, partner, director, agent, promoter, consultant or independent contractor, provider of personal services or otherwise) solicit the employment or engagement of, any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that person who is, or intends to be, engaged in any business which is in competition with any business as of the Companydate on which Employee’s employment terminates, Holdco or was, at any time during the six-month period prior to such termination, an employee, officer, manager, partner or director of the Company or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)Company Affiliates; provided, however, that the foregoing will Noncompetition Covenant shall not prohibit be deemed to have been violated solely by the Executive from participating ownership by Employee of shares of any class of capital stock of any publicly-traded corporation so long as the aggregate holdings of Employee in or becoming associated with a person if (i) such publicly-traded corporation represent less than 10% of the consolidated gross revenues five percent (5%) of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates corporation’s outstanding capital stock. (a “Competitive Business”e) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).:

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

Noncompetition. During (a) Management Investor covenants and agrees that Management Investor will not, during the Employment Period, and following termination period of the Executive’s his employment with the Company, Holdco and Company or any of their affiliatesthe Company's subsidiaries, during and for a period of three (3) years after the “Restriction Period” (as hereinafter defined)termination of such employment, without the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business prior written consent of the Company, Holdco individually or in partnership or in conjunction with or as an employee, officer, director, manager or agent of any other person, firm, corporation or other entity, either directly or indirectly, undertake or carry on or be engaged or have any financial or other interest in, or in any other manner advise or assist any person, firm, corporation or other entity engaged or interested in, any newspaper publishing business or any other business involving the printing or publication of any newspaper, flyer, shopper, circular or other publication carrying advertising, or any other business involving the solicitation of local advertising, or any advertising agency business, or any job printing business, carried on in any community or communities described in Annex B attached hereto or within a radius of fifty (50) miles of the center point of any such community. (b) Management Investor further covenants and agrees to refrain, for a period of three (3) years following the termination of Management Investor's employment by or on behalf of the Company or any of their respective subsidiaries or affiliates in any geographic area in which the Company's subsidiaries, Holdco for whatever reason, from (i) selling, or attempting to sell, any advertising which is or is intended to be distributed or disseminated within any community or communities listed in Annex C hereto or within a fifty (50) mile radius of the center point of any such community to any person, firm, corporation or other entity which, at the termination of such employment, was a purchaser of advertising from one or more of the newspapers or other publications of the Company or any of their respective subsidiaries the Company's subsidiaries; (ii) inducing, or affiliates operateattempting to induce, compete any person, firm or corporation to cease, discontinue or fail to renew any advertising contract, agreement or arrangement with one or more of the newspapers or other publications of the Company or any of the Company's subsidiaries; and (iii) soliciting, employing, diverting or taking away, or attempting to solicit, employ, divert or take away, any person who, at the time of such termination or at any time during the six (6) month period prior to such termination, was employed by or on behalf of the Company or any of the Company's subsidiaries. (c) Management Investor further agrees and warrants that the covenants contained in this Section 10 are engaged reasonable, that valid consideration has been and will be received therefor and that the agreements set forth herein are the result of arm's length negotiation between the parties hereto. Management Investor believes that he will be able to earn an adequate livelihood for himself and his dependents if the covenants contained in this Section 10 are enforced against him. (d) If any of the provisions of or covenants contained in this Section 10 is hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full force and effect, without regard to the invalidity or unenforceability in such business other jurisdiction. If any of the provisions of or at covenants contained in this Section 10 is held to be unenforceable in any jurisdiction because of the duration or geographical scope thereof, the parties agree (i) that the court making such time intend so determination shall have the power to operatereduce the duration and/or geographical scope of such provision or covenant and, compete in its reduced form, said provision or become engaged in such business (a “Competitor”); covenant shall be enforceable, provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues determination of such personcourt shall not affect the enforceability of this Section 10 in any other jurisdiction, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) that if the Executive does not, directly or indirectly, participate in, become associated withcourt making such determination shall not have the power, or otherwise have responsibilities that relate shall refuse to exercise its power, to reduce the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate duration and/or geographical scope of such person. For purposes provision or covenant, then the Management Investor shall, in further consideration of stock sold pursuant to this Agreement, and without the term “participate” includes requirement of any direct or indirect interestfurther consideration, whether enter into a new Noncompetition Agreement substantially in the form of this Section 10 but containing such reduced duration and/or geographical scope as an officershall be determined by the Company, director, employee, partner, in its sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)discretion.

Noncompetition. During (a) Management Investor covenants and agrees that Management Investor will not, during the Employment Period, and following termination period of the Executive’s his employment with the Company, Holdco and Company or any of their affiliatesthe Company's subsidiaries, during and for a period of three (3) years after the “Restriction Period” (as hereinafter defined)termination of such employment, without the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business prior written consent of the Company, Holdco individually or in partnership or in conjunction with or as an employee, officer, director, manager or agent of any other person, firm, corporation or other entity, either directly or indirectly, undertake or carry on or be engaged or have any financial or other interest in, or in any other manner advise or assist any person, firm, corporation or other entity engaged or interested in, any newspaper publishing business or any other business involving the printing or publication of any newspaper, flyer, shopper, circular or other publication carrying advertising, or any other business involving the solicitation of local advertising, or any advertising agency business, or any job printing business, carried on in any community or communities described in Annex C attached hereto or within a radius of fifty (50) miles of the center point of any such community. (b) Management Investor further covenants and agrees to refrain, for a period of three (3) years following the termination of Management Investor's employment by or on behalf of the Company or any of their respective subsidiaries or affiliates in any geographic area in which the Company's subsidiaries, Holdco for whatever reason, from (i) selling, or attempting to sell, any advertising which is or is intended to be distributed or disseminated within any community or communities listed in Annex C hereto or within a fifty (50) mile radius of the center point of any such community to any person, firm, corporation or other entity which, at the termination of such employment, was a purchaser of advertising from one or more of the newspapers or other publications of the Company or any of their respective subsidiaries the Company's subsidiaries; (ii) inducing, or affiliates operateattempting to induce, compete any person, firm or corporation to cease, discontinue or fail to renew any advertising contract, agreement or arrangement with one or more of the newspapers or other publications of the Company or any of the Company's subsidiaries; and (iii) soliciting, employing, diverting or taking away, or attempting to solicit, employ, divert or take away, any person who, at the time of such termination or at any time during the six (6) month period prior to such termination, was employed by or on behalf of the Company or any of the Company's subsidiaries. (c) Management Investor further agrees and warrants that the covenants contained in this Section 10 are engaged reasonable, that valid consideration has been and will be received therefor and that the agreements set forth herein are the result of arm's length negotiation between the parties hereto. Management Investor believes that he will be able to earn an adequate livelihood for himself and his dependents if the covenants contained in this Section 10 are enforced against him. (d) If any of the provisions of or covenants contained in this Section 10 is hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full force and effect, without regard to the invalidity or unenforceability in such business other jurisdiction. If any of the provisions of or at covenants contained in this Section 10 is held to be unenforceable in any jurisdiction because of the duration or geographical scope thereof, the parties agree (i) that the court making such time intend so determination shall have the power to operatereduce the duration and/or geographical scope of such provision or covenant and, compete in its reduced form, said provision or become engaged in such business (a “Competitor”); covenant shall be enforceable, provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues determination of such personcourt shall not affect the enforceability of this Section 10 in any other jurisdiction, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) that if the Executive does not, directly or indirectly, participate in, become associated withcourt making such determination shall not have the power, or otherwise have responsibilities that relate shall refuse to exercise its power, to reduce the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate duration and/or geographical scope of such person. For purposes provision or covenant, then the Management Investor shall, in further consideration of stock sold pursuant to this Agreement, and without the term “participate” includes requirement of any direct or indirect interestfurther consideration, whether enter into a new Noncompetition Agreement substantially in the form of this Section 10 but containing such reduced duration and/or geographical scope as an officershall be determined by the Company, director, employee, partner, in its sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)discretion.

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

Noncompetition. During the Employment Period, and following termination In view of the Executive’s employment with unique nature of the Companybusiness of the Employer and the need of the Employer to maintain its competitive advantage in the industry, Holdco and any of their affiliatesthe Employee agrees that, during the “Restriction Period” Restricted Period (as hereinafter defined), the Executive shall not directly or indirectly participate defined in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (iiSection 10.2 below) the Executive does Employee shall not, directly or indirectly, participate within the United States of America or its Territories or Possessions or within any other country in the world which the Employer has conducted or is then conducting business, engage in, own an interest in (except as a holder of no more than five percent (5%) of the shares of any publicly traded corporation), be employed by, consult for, act as an advisor to, or otherwise in any way participate in or become associated with, any Competitive Business (as defined in Section 10.2 below) or any corporation, partnership, limited liability company, business, enterprise, venture or other person or entity that is engaged or participates in any Competitive Business (each, a "Competitive Business Entity") unless in each case the Employee shall have given to the Board notice of the Employee's intention to be employed by, consult for, act as an advisor to, or otherwise have responsibilities that relate to the conduct in any way participate in or operations ofbecome associated with, any Competitive Business or any Competitive Business Entity and the Board shall have approved the Employee's relationship with or engagement in such Competitive Business or Competitive Business Entity; provided, however, that, notwithstanding anything in the foregoing provisions of this Section 10.1 to the contrary, the Employee may be employed by, consult for, act as an advisor to, or otherwise participate in any way with, any person or entity that is conducted engaged in any Competitive Business if, but only if, the services being rendered by the Employee to such person or a divisionentity (whether in the nature of employment services, groupconsulting services or otherwise) do not pertain or in any way relate to such Competitive Business. During the Restricted Period, the Employee also shall not solicit, or subsidiary arrange to have any other person or affiliate of such person. For purposes of this Agreemententity solicit, any person or entity engaged by the Employer as an employee, customer or supplier of, or consultant or advisor to, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of Employer to terminate such party's relationship with the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Employer.

Noncompetition. During the Employment Period and during the Restricted Period following any Termination Date that occurs during, or upon the expiration or termination of, the Employment Period, Executive shall not, without the express written consent of the Company, directly or indirectly: (i) engage in any business or other activity conducted or operated in the United States, Canada and internationally which is competitive with the Company in the products or services being published, manufactured, marketed, distributed, or being actively developed by the Company as evidenced by the Company’s books and records as of the Termination Date (the “Business”); (ii) be or become a stockholder, partner, owner, officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any person or entity engaged in the Business; (iii) seek in competition with the business of the Company to procure orders from or do business with any customer of the Company; (iv) solicit, or contact with a view to the engagement or employment by any person or entity of, any person who is an employee of the Company; (v) seek to contract with or engage (in such a way as to adversely affect or interfere with the business of the Company) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to the Company; or (vi) engage in or participate in any effort or act to induce any of the customers, associates, consultants, or employees of the Company to take any action which might be disadvantageous to the Company; provided, however, that nothing herein shall prohibit Executive and his affiliates from owning, as passive investors, in the aggregate not more than 5% of the outstanding publicly traded stock of any corporation so engaged; and provided, further, following the Termination Date, that Executive shall not be prohibited from (1) making any investment in, being or becoming a partner, owner, officer, director or employee or agent of, or consultant to, or give financial or other assistance to, any business enterprise (including, without limitation, any investment or venture capital fund or investment bank) that makes or has made any investment in or that provides advisory, financing or underwriting services to any Person or entity engaged in the Business provided that Executive does not render services (whether as an employee, consultant, advisor or otherwise) to the division or portion of such person or entity engaged in the Business or (2) rendering services (including under (1) above) to an entity conducting its business operations or providing services in the Business, if such entity is diversified and Executive does not render services, directly or indirectly, to the division or portion of the entity which is conducting its business operations or providing services in the Business. In the event that this Agreement expires or is otherwise terminated and Executive’s employment with the Company continues after the expiration or termination of this Agreement (such that this Agreement no longer governs the terms of Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive restrictions set forth in this Section 19(c) shall not directly or indirectly participate in or permit his name directly or indirectly cease to be used of any force or effect with respect to any action or activity by Executive following such expiration or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes termination of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Noncompetition. During (a) Management Investor covenants and agrees that Management Investor will not, during the Employment Period, and following termination period of the Executive’s his employment with the Company, Holdco and Company or any of their affiliatesthe Company's subsidiaries, during and for a period of three (3) years after the “Restriction Period” (as hereinafter defined)termination of such employment, without the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business prior written consent of the Company, Holdco individually or in partnership or in conjunction with or as an employee, officer, director, manager or agent of any other person, firm, corporation or other entity, either directly or indirectly, undertake or carry on or be engaged or have any financial or other interest in, or in any other manner advise or assist any person, firm, corporation or other entity engaged or interested in, any newspaper publishing business or any other business involving the printing or publication of any newspaper, flyer, shopper, circular or other publication carrying advertising, or any other business involving the solicitation of local advertising, or any advertising agency business, or any job printing business, carried on in any community or communities described in Annex C attached hereto or within a radius of fifty (50) miles of the center point of any such community. (b) Management Investor further covenants and agrees to refrain, for a period of three (3) years following the termination of Management Investor's employment by or on behalf of the Company or any of their respective subsidiaries or affiliates in any geographic area in which the Company's subsidiaries, Holdco for whatever reason, from (i) selling, or attempting to sell, any advertising which is or is intended to be distributed or disseminated within any community or communities listed in Annex B hereto or within a fifty (50) mile radius of the center point of any such community to any person, firm, corporation or other entity which, at the termination of such employment, was a purchaser of advertising from one or more of the newspapers or other publications of the Company or any of their respective subsidiaries the Company's subsidiaries; (ii) inducing, or affiliates operateattempting to induce, compete any person, firm or corporation to cease, discontinue or fail to renew any advertising contract, agreement or arrangement with one or more of the newspapers or other publications of the Company or any of the Company's subsidiaries; and (iii) soliciting, employing, diverting or taking away, or attempting to solicit, employ, divert or take away, any person who, at the time of such termination or at any time during the six (6) month period prior to such termination, was employed by or on behalf of the Company or any of the Company's subsidiaries. (c) Management Investor further agrees and warrants that the covenants contained in this Section 10 are engaged reasonable, that valid consideration has been and will be received therefor and that the agreements set forth herein are the result of arm's length negotiation between the parties hereto. Management Investor believes that he will be able to earn an adequate livelihood for himself and his dependents if the covenants contained in this Section 10 are enforced against him. (d) If any of the provisions of or covenants contained in this Section 10 is hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full force and effect, without regard to the invalidity or unenforceability in such business other jurisdiction. If any of the provisions of or at covenants contained in this Section 10 is held to be unenforceable in any jurisdiction because of the duration or geographical scope thereof, the parties agree (i) that the court making such time intend so determination shall have the power to operatereduce the duration and/or geographical scope of such provision or covenant and, compete in its reduced form, said provision or become engaged in such business (a “Competitor”); covenant shall be enforceable, provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues determination of such personcourt shall not affect the enforceability of this Section 10 in any other jurisdiction, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) that if the Executive does not, directly or indirectly, participate in, become associated withcourt making such determination shall not have the power, or otherwise have responsibilities that relate shall refuse to exercise its power, to reduce the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate duration and/or geographical scope of such person. For purposes provision or covenant, then the Management Investor shall, in further consideration of stock sold pursuant to this Agreement, and without the term “participate” includes requirement of any direct or indirect interestfurther consideration, whether enter into a new Noncompetition Agreement substantially in the form of this Section 10 but containing such reduced duration and/or geographical scope as an officershall be determined by the Company, director, employee, partner, in its sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)discretion.

Noncompetition. During Executive acknowledges that (i) Executive performs services of a unique nature for the Employment Period, Company that are irreplaceable and following termination of the that Executive’s performance of such services to a competing business will result in irreparable harm to the Company and its subsidiaries; (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 and its subsidiaries; (iii) in the course of employment by a competitor, Executive would inevitably use or disclose such Confidential Information; (iv) the Company and its subsidiaries 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, Holdco Company and any its affiliates; and (vi) Executive has generated and will continue to generate goodwill for the Company and its subsidiaries in the course of their affiliatesemployment. Accordingly, during the Employment Term and for a period of six (6) months thereafter (the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall agrees that Executive will not, and will not prepare to, directly or indirectly participate in indirectly, own, manage, operate, control, lend one’s name or permit his name directly assistance to, be employed or indirectly to be used engaged by or become associated with (including whether as an advisoremployee, representative, agent, promoterconsultant, independent contractor, provider of personal services contractor or otherwise, and whether or not for compensation) or render services to any person, corporation, partnership, firm, association corporation or other enterprise or entity (a “person”) that isentity, or intends to bein whatever form, engaged in any business which is or preparing to engage in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) in any other material business in which the Executive does notCompany or any of its subsidiaries is engaged or in which they have planned to be engaged in any state, directly or indirectlycounty, participate inmunicipality, become associated withcity, or otherwise have responsibilities other locale of the United States or any other country or jurisdiction in which the Company or any subsidiary conducts or has material plans to conduct business in each case, during the Employment Term. Notwithstanding the foregoing, nothing herein prohibits Executive from being a passive owner of not more than 1% of the equity securities of a publicly traded corporation engaged in a business that relate is in competition with the Company or any of its subsidiaries or affiliates, so long as Executive has no active participation in the business of such corporation. Nothing under this Section 9(b) shall prohibit Executive from practicing as an attorney to the conduct or operations of, any Competitive Business extent that is conducted by prohibiting such person or practice would result in a division, group, or subsidiary or affiliate violation of a rule of professional responsibility prohibiting restrictions on the right for such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether Executive to practice as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, attorney or owner (other than by ownership of less than five percent of to the stock of extent it would violate any ethical duties Executive’s subject to as a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)lawyer.

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

Noncompetition. During the Employment Period, Board Period and the two (2)-year period immediately following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” Board Period (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such personperiod, together with its affiliatesthe Board Period, derive from activities or businesses that are is referred to herein as the “Restricted Period”), Director shall not engage in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such personActivities. For purposes of this Agreement, the term “participateCompetitive Activities” includes means Director engaging, or causing or directing any direct Person to engage, directly or indirect interestindirectly, whether as an officera principal, agent, shareholder, investor, employer, partner, director, officer, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisormember, provider of personal servicesjoint venturer, creditormanager, lender, consultant, operator, or owner in any capacity whatsoever (other than by ownership as a customer), including, without limitation, in any division, group or franchise of less a larger organization whose commercial offerings include a product line competitive with Company that, at that time, both accounts for more than five twenty percent (20%) of that larger organization’s revenues and more than twenty percent (20%) of Company’s revenues (in the Company Business or any other business for which the Company or any of its Subsidiaries has a Bona Fide Interest), within the United States or any other jurisdiction in which the Company or any of its Subsidiaries engages in the Company Business or for which the Company or any of its Subsidiaries has a Bona Fide Interest (whether such business is located in the United States or such other jurisdiction or markets to customers located within the United States or such other jurisdiction); provided, that notwithstanding anything in this Agreement to the contrary, Competitive Activities shall not include Director being a passive owner of not more than 2% of the outstanding stock of any class of a publicly-held corporation whose stock that is traded on publicly traded, so long as Director has no active participation in the Company Business of such corporation. As used herein, a national securities exchange “Bona Fide Interest” means a bona fide interest or in expectancy relating to the acquisition of such business by the Company or any of its Subsidiaries, as evidenced by appropriate written documentation (for example, a term sheet or letter of intent or emails or other written records that evidence that the parties have an over-the-counter marketinterest or expectancy and have had discussions relating to such acquisition) or discussions indicating an intent to pursue such acquisition transaction (except that, with respect to the portion of the Restricted Period following the Board Period, the bona fide interest or expectancy is measured as of the time immediately preceding the Separation).

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

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

Noncompetition. During Employee acknowledges that a portion of the Employment Periodconsideration received by Employee under the terms of that certain Stock Purchase Agreement, dated as of March 18, 2008, by and among Litho Management, Inc., Employer, Advanced Medical Partners, Inc., and following termination the stockholders of Advanced Medical Partners, Inc. and the Executive’s employment with Proprietary Information received and to be received by Employee is the Company, Holdco and any of their affiliates, during consideration received by Employee in exchange for Employees’ agreement to be bound by this Section 4.4. For the “Restriction Period” Noncompetition Period (as hereinafter defineddefined below), the Executive Employee shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with not: (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwisea) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate inalone or as a partner, become associated withjoint venturer, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, manager, member, employee, partner, sole proprietor, trustee, beneficiaryconsultant, agent, representative, or independent contractor, consultant, advisor, provider of personal services, creditorcontractor of, or owner lender to, any Person, engage in any Restricted Business (other than by as defined below) anywhere within the United States (provided that the passive ownership of less than five percent 5% of the stock ownership interests of an entity having a publicly-held corporation whose stock class of securities that is traded on a national securities exchange or in an over-the-counter marketmarket is not a violation of this paragraph); (b) directly or indirectly, alone or as a partner, joint venturer, officer, director, manager, member, employee, consultant, agent, or independent contractor of, or lender to, any Person, request or advise any patient, partner, physician, customer or any other Person, firm, vendor, contractor, lessor, hospital, surgery center, corporation or other entity having a business relationship with Employer or any of its affiliates (Employer and its affiliates, collectively, the “Affiliated Entities”), to withdraw, curtail, or cancel its business with such Affiliated Entity or engage in any other activity that could reasonably be expected to have a material adverse affect on the relationship such Person has with such Affiliated Entity; (c) directly or indirectly, alone or as a partner, joint venturer, officer, director, manager, member, employee, consultant, agent, or independent contractor of, or lender to, any Person, solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by an Affiliated Entity, any client, account or location of an Affiliated Entity; (d) directly or indirectly, alone or as a partner, joint venturer, officer, director, manager, member, employee, consultant, agent, or independent contractor of, or lender to, any Person, divert or attempt to divert any prospective customer, hospital, surgery center, facility, physician, or other Person from having a business relationship with an Affiliated Entity (unless in the best interest of such Entity to do so); or (e) directly or indirectly, alone or as a partner, joint venturer, officer, director, manager, member, employee, consultant, agent, or independent contractor of, or lender to, any Person, solicit for employment, or engagement as an independent contractor, or for any other similar purpose, any Person who is at the time of the solicitation an employee of any Affiliated Entity, or any entity related to any of them.

Noncompetition. During The Employee acknowledges that the Employment Period, services to be provided hereunder are unique and following termination that their loss would cause irreparable injury to the Company. The Employee also hereby acknowledges and recognizes the highly competitive nature of the Executive’s Company's business and, accordingly, in consideration of the employment of the Employee by the Company, the Employee agrees to the following: (i) That during the Restricted Period (hereinafter defined), he will not, directly or indirectly (other than on behalf of the Company or its parent, subsidiaries or other affiliates (collectively, " Affiliates"), engage in the design, development, manufacture, sale, marketing or servicing of products or provision of services which at any time during the Employee's employment with the Company, Holdco and any of their affiliatesincluding with its predecessor Universal, during were designed, developed, manufactured, sold, marketed, serviced or provided by either (A) the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with Company (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services Universal) or otherwise(B) any person, corporation, partnership, firm, association its Affiliates; or other enterprise or entity (a “person”) that is, or intends to be, engaged engage in any business activity which is in competition with any business the activities of the CompanyCompany or its Affiliates (the "Business Activities") whether such engagement is as an officer, Holdco director, proprietor, employee, partner, investor (other than as a holder of less than 2% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or any of their respective subsidiaries or affiliates otherwise, in any geographic area in which at any time during the Company, Holdco Employee's employment with the Company (including with Universal) the products or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business services of the Company (including Universal) or any of its subsidiaries Affiliates were distributed or affiliates provided or in which the Company (a “Competitive Business”including Universal) and or its Affiliates has competed. (ii) That during the Executive does Restricted Period, he will not, directly or indirectly, participate in, become associated with, engage in any Business Activities (other than on behalf of the Company or otherwise have responsibilities that relate its Affiliates) by supplying products or providing services which at any time during the Employee's employment with the Company (including with Universal) were supplied or provided by the Company (including Universal) or the Company's Affiliates to any customer with whom the conduct Company (including Universal) or operations of, its Affiliates at any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, time during the term “participate” includes Employee's employment with the Company (including Universal) has done any direct or indirect interestbusiness, whether as an officer, director, proprietor, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractorinvestor (other than as a holder of less than 2% of the outstanding capital stock of a publicly traded corporation), consultant, advisor, provider agent or otherwise. (iii) During the Restricted Period the Employee will not directly or indirectly solicit, induce or influence any customer, supplier, lender, lessor or any other person which has a business relationship with the Company or its Affiliates at any time during the Restricted Period to discontinue or reduce the extent of personal servicessuch relationship with the Company or its Affiliates. (iv) During the Restricted Period, creditorthe Employee will not (A) directly or indirectly recruit, solicit or otherwise induce or influence any employee or sales agent of the Company or its Affiliates to discontinue such employment or agency relationship with the Company or its Affiliates, or owner (other than B) employ or seek to employ, or cause or permit any business which competes directly or indirectly with the Business Activities (the "Competitive Business") to employ or seek to employ for any Competitive Business, any person who is then (or was at any time within six months prior to the date the Employee or the Competitive Business employs or seeks to employ such person) employed by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange Company or in an over-the-counter market)its Affiliates.

Noncompetition. During (i) the Employment Period, and (ii) following termination of the Executive’s employment with the Company, Company and Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)) and provided in such instance Company or Holdco is paying to Executive the Severance Payment as set forth in Article 5, then the Executive shall not directly or indirectly participate in or permit his her name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Company or Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Company or Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business business, as set forth more fully pursuant to Schedule A (each, a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or Holdco or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Noncompetition. During the Employment “Noncompetition Period”, and following termination Consultant shall not, without the prior written consent of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate engage in or permit his name directly or indirectly to be used by or become associated with a “Competitive Activity.” For purposes of this Agreement: (including as an advisor, representative, agent, promoter, independent contractor, provider i) the “Noncompetition Period” means the period(s) of personal services or otherwisetime during which any Work Order hereunder is in effect; (ii) a “Competitive Activity” means any person, corporation, partnership, firm, association business or other enterprise endeavor that engages in clinical or entity (a “person”) that ispre-clinical research or development, manufacturing, marketing, sales, or intends to becommercialization of products or services that directly or indirectly compete with, or are a therapeutic alternative to, either (x) the products of, or services engaged in any business which is in competition with any business of by, the Company, Holdco Company or any of their respective its subsidiaries or affiliates during the term of any Work Order in any geographic area location in which the CompanyUnited States, Holdco or (y) the products proposed to be developed or commercialized, or services proposed to be engaged in, by the Company or any of their respective its subsidiaries during the term of any Work Order in any location in the United States (provided that clause (y) shall apply only to any proposed business activity as to which the Company or affiliates operateany of its subsidiaries during the term of any Work Order has devoted significant and documented efforts during the term of any Work Order, compete whether internally or are engaged in such through acquisition, licensing or other business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”development activities); provided, however, that the foregoing will Consultant shall not prohibit be engaged in a Competitive Activity if he is providing services to a division or subsidiary of a multi-division entity or holding company, so long as no division or subsidiary to which the Executive from participating Consultant provides services is in competition with the Company or becoming its subsidiaries or affiliates, and the Consultant does not otherwise engage in a Competitive Activity on behalf of a multi-divisional entity or any competing division or subsidiary; and (iii) the Consultant shall be considered to have become “associated with a person Competitive Activity” if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, Consultant becomes directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether indirectly involved as an officerowner, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner investor (other than by ownership a passive stockholder of less than five percent of the stock (5%) of a publicly-held corporation whose stock is the securities of which are traded on a national securities exchange exchange), employee, officer, director, consultant, independent contractor, agent, partner, advisor, or in an over-the-counter market)any other capacity calling for the rendition of the Consultant’s personal services, with any individual, partnership, corporation or other organization that is engaged directly or indirectly in a Competitive Activity.

Noncompetition. (a) During the Employment PeriodTerm and, and if Employee is terminated for Cause or resigns, for a period of six (6) months following such termination of the Executive’s employment with the CompanyEmployee's employment, Holdco and any of their affiliatesEmployee shall not, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate indirectly, for himself or on behalf of or in or permit his name directly or indirectly to be used by or become associated conjunction with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any other person, corporationpersons, company, partnership, firm, association corporation or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if whatever nature: (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with contact any business customer of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and other person for the purpose of inducing or attempting to induce such customer or other person to cease doing business with the Company or any of its subsidiaries; (ii) induce or attempt to persuade any agent or employee of the Executive does notCompany or any of its subsidiaries to terminate employment with the Company or any of its subsidiaries or to commence work with any competitor of the Company or any of its subsidiaries; (iii) call on, solicit, attempt to obtain, accept, or in any way secure business from any of the customers of the Company or any of its subsidiaries for purposes of competing with the Company or any of its subsidiaries in the United States, nor, directly or indirectly, participate inaid or assist any other person, become associated with, firm or otherwise have responsibilities that relate to corporation in the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate solicitation of such person. For customer for purposes of this Agreementcompeting with the Company or any of its subsidiaries in the United States; and (iv) engage, the term “participate” includes any direct or indirect interest, whether as an officer, director, employeeshareholder, owner, partner, sole proprietorjoint venture, trusteeor in a managerial capacity, beneficiary, agent, representativewhether as an employee, independent contractor, consultant, consultant or advisor, provider or as a sales representative, in any business selling any products or services in direct competition with the Company or any of personal servicesits subsidiaries in the United States; provided, creditorhowever, or owner (other than by ownership nothing contained herein shall prohibit Employee from conducting the business of less than five percent publishing an investment newsletter after the end of the stock period which ends six (6) months after Effective Date. (b) The covenants in this Section are severable and separate, and the unenforceability of a publicly-held corporation whose stock any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that any restrictions set forth in this Section are unreasonable, then it is traded the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and this Agreement shall thereby be reformed. (c) Each of the covenants in this Section shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company or any of its subsidiaries, whether predicated on a national securities exchange this Agreement or in an over-the-counter market)otherwise shall not constitute defense to the enforcement by the Company or any of its subsidiaries of such covenants.

Noncompetition. (a) During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” Restricted Period (as hereinafter defineddefined below), the Executive Seller shall not (other than in connection with Seller’s provision of services as an employee or consultant to Parent or any subsidiary or controlled affiliate of Parent), without the prior written consent of Parent, directly or indirectly indirectly: (i) establish, engage or participate in, conduct or operate or acquire any financial or beneficial interest in any Person that is engaging or participating in, or is preparing to engage or participate in, any Competing Business Purpose (as defined below) anywhere in the Restricted Territory (as defined below); (ii) be or become an officer, director, member, stockholder, owner, affiliate, salesperson, co-owner, partner, trustee, promoter, technician, engineer, analyst, employee, agent, representative, supplier, reseller, contractor, consultant, advisor, manager of or to, or otherwise acquire or hold any interest in, or participate in or permit his name directly facilitate the financing, operation, management or indirectly control of, any Person or business that engages or participates in a Competing Business Purpose in the Restricted Territory; (iii) contact, solicit or communicate with any Person known to Seller to be used by a Business Relation, in each case, in furtherance of a Competing Business Purpose (whether or become associated not such Seller has had personal contact with such Person); or (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwiseiv) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that ispersonally, or intends through any other Person, and whether on Seller’s own behalf or on behalf of any other Person, knowingly encourage, induce, attempt to beinduce, engaged recruit, solicit, attempt to solicit, or take any other action that is specifically intended to induce or encourage any Business Relation to cease or modify in any business which is in competition with adverse manner any business relationship with Parent or the Company or, to the knowledge of the CompanySeller, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)controlled affiliates; provided, however, that the foregoing will not prohibit the Executive nothing in this Agreement shall prevent or restrict Seller from participating in or becoming associated with owning as a person if (i) passive investment less than 105% of the consolidated gross revenues outstanding shares of the capital stock or indebtedness of a corporation (whether public or private) that is engaged in a Competing Business Purpose; provided further, that Seller is not otherwise associated with such corporation and does not have the ability to, and does not seek to exercise any, control or otherwise influence the management or operations of such personcorporation; and provided further, together with its affiliates, derive that nothing herein shall prohibit Seller from activities acquiring or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does notholding, directly or indirectly, participate inany interest in any mutual fund, become associated withindex fund, exchange-traded fund, blind-pool fund, retirement account, or otherwise other similar investment vehicle that invests in a diversified portfolio of securities and is not operated for the purpose of permitting Seller to invest in any particular Person or Competing Business Purpose, so long as Seller does not have responsibilities that relate the ability to control or influence the conduct investment decisions of such vehicle. (b) During any portion of the Restricted Period occurring after (i) the first anniversary of the Closing Date and (ii) Seller’s termination of employment with Parent or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate thereof, regardless of whether termination of employment is initiated by Parent or Seller, Parent shall pay, if it has elected to extend the Restricted Period into the Extension Period, Seller monthly compensation for each month of the Extension Period in an amount equal to 100% of Seller’s average monthly base compensation from Parent (and any subsidiary or affiliate thereof) during the 12 months immediately preceding such persontermination (or such shorter period as Seller was employed, if applicable). For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).:

Noncompetition. During the Employment Period(a) Except as provided in subparagraph 1(c) below, ▇▇. ▇▇▇▇▇▇ covenants and following termination agrees that for so long as he serves as a director of the Executive’s employment Company, ▇▇. ▇▇▇▇▇▇ shall not, without the prior written consent of the Company (which shall be authorized by approval of the Board, including the approval of a majority of the independent Directors of the Company), directly or, to his knowledge indirectly, take any of the following actions (any such action, a "Restricted Action") except on behalf of the Company or its affiliates or pursuant to a written agreement with the Company: (i) engage, Holdco participate or assist in, either individually or as an owner, partner, employee, consultant, director, officer, trustee, or agent of any business that engages or attempts to engage in, directly or indirectly, the acquisition, development, construction, operation, management, or leasing of any commercial real estate property (other than any property acquired, developed, constructed, operated, managed or leased by any company or person incidentally as part of its business, primarily for its own occupancy; provided that the reference to "business" in this clause (i) shall not include any person or entity which is not meaningfully engaged in commercial real estate activities for profit and for which commercial real estate activities are an insignificant part of its overall business activities; (ii) intentionally interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company or its affiliates and any tenant, supplier, contractor, lender, employee, or governmental agency or authority; or (iii) compete for, solicit, divert, or take away, or attempt to divert or take away, any of their the tenants or employees of the Company or its affiliates, during the “Restriction Period” (as hereinafter defined)either for himself or for any other business, the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any personoperation, corporation, partnership, firmassociation, association agency, or other enterprise person or entity entity. (a “person”b) that isNotwithstanding the foregoing, or intends to be, engaged in any business which is in competition with any business none of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if following actions shall constitute Restricted Actions: (i) less than 10% acquisitions of, sales of, exercise of the consolidated gross revenues voting rights, exercise or conversion of such personoptions or convertible securities, together and other actions with its affiliatesrespect to, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and Minority Interest Passive Investments; (ii) actions taken in the Executive does not, directly or indirectly, participate in, become associated withcapacity as a director of, or otherwise have responsibilities that relate to the conduct or operations ofadvisor to, any Competitive Business that is conducted by such person charitable or a division, group, or subsidiary or affiliate other tax exempt organization on behalf of such person. For purposes of this organization; (iii) any action taken in connection with the Contribution Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditorProperties Under Development Agreement, or owner the Development Agreement (other than by ownership of less than five percent but only with respect to the Service Companies, the Properties Under Development, the Development Properties and any Withdrawn Properties under (and as defined in) such agreements); (iv) any action involving the management, maintenance and operation of the stock following property interests currently owned, leased or managed by ▇▇▇▇ ▇▇▇▇▇▇: Brunswick Hilton Hotel & Tower in East Brunswick, New Jersey; and East Brunswick Racquet Club in East Brunswick, New Jersey. (v) any action taken in his capacity as a member of a publicly-held corporation whose stock is traded on a national securities exchange or the Board; or (vi) any action taken in an over-the-counter market).accordance with the Management Agreement made as of April 18, 1995 between Essential Facilities XIV, Inc. and Diversified Management Services, L.P.

Noncompetition. During Employee acknowledges and agrees that by virtue of Employee’s position with the Employment PeriodCompany, Employee will be exposed to the Company’s valuable Trade Secrets and following termination Confidential Information and will have access to the Company’s customers and suppliers at the highest level and that, if used in competition with the Company, such contacts and information would enable Employee to irreparably injure the Company and its Affiliates if Employee should compete with the Company in a business that is competitive with the business conducted by the Company and its Affiliates during the continuation of the ExecutiveEmployee’s employment with the CompanyCompany or which the Company proposes to conduct as of the termination of the employment of Employee (and of which Employee has knowledge). For these reasons, Holdco and any of their affiliatesEmployee hereby agrees that Employee will not, during the “Restriction Period” (as hereinafter defined), Noncompetition Period and within the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does notProtected Area, directly or indirectly, participate ineither as an individual, become associated witha partner or a joint venturer, or otherwise have responsibilities that relate to in any other capacity, (a) invest (other than investments in publicly-owned companies which constitute not more than one percent (1%) of the conduct or operations of, voting securities of any Competitive Business such company) in any business that is conducted by such directly competitive with that of the Company or its Affiliates, (b) accept employment with or render services to a direct competitor of the Company as a director, officer, manager, consultant, executive or other employee, (c) engage, for Employee’s self or any other person or a divisionentity in the sales, groupmarketing, design, offer or manufacture of products or services directly competitive with any product and/or services sold, marketed, designed, offered or manufactured by the Company or its Affiliates, or subsidiary (d) solicit or affiliate accept business with respect to products or services that are directly competitive with the products and/or services sold, marketed, designed, offered or manufactured by the Company or its Affiliates from any customers of such personthe Company or its Affiliates or any person or entity whose business the Company or its Affiliates is soliciting or solicited during Employee’s employment. For purposes of this Agreement, a “competitor” or a business that is competitive with the Company means only those persons, firms, sole proprietorships, partnerships, companies, corporations, or other entities that manufacture and/or market textile related bed, bath, pillow and pad products and/or perform services in direct competition with those marketed and/or performed by the Company or its Affiliates within the Protected Area; provided, however, the term “participatecompetitor” (i) expressly excludes any entity where the foregoing definition would apply to ten percent (10%) or less of such entity’s annual sales, and (ii) expressly includes any direct or indirect interestWestpoint ▇▇▇▇▇▇▇, whether as an officerInc., directorSprings Industries, employeeInc. and ▇▇▇ River, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).Inc.

Noncompetition. During the Employment Period, Executive acknowledges and following termination of the Executive’s employment agrees with the Company, Holdco Company that Executive's services to the Company are unique in nature and that the Company would be irreparably damaged if Executive were to provide similar services to any of their affiliates, person or entity competing with the Company or engaged in a similar business. Executive accordingly covenants and agrees with the Company that during the “Restriction Period” (as hereinafter defined), period commencing with the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider date of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business this Agreement and ending on the later of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% the third anniversary of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) this Agreement and (ii) the second anniversary of the date of the termination of Executive's employment with the Company (the "Noncompetition Period"), Executive does shall not, directly or indirectly, either for himself or for any other individual, corporation, partnership, joint venture or other entity, participate inin any business (including, become associated with, or otherwise have responsibilities that relate to the conduct or operations ofwithout limitation, any Competitive Business that is division, group or franchise of a larger organization) anywhere in the world which engages or which proposes to engage in the manufacture, design, assembly and sale of capital equipment and related services for the solar power industries or any other business hereafter conducted by such person or the Company but prior to Executive's termination (a division, group, or subsidiary or affiliate of such person"Competitor"). For purposes of this Agreement, the term “participate” includes "participate in" shall include, without limitation, having any direct or indirect interestinterest in any corporation, partnership, joint venture or other entity, whether as an a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, directormanager, supervisor, employee, partner, sole proprietor, trustee, beneficiary, agent, representativeconsultant or otherwise); provided, independent contractorhowever, consultantthat notwithstanding the restrictions set forth in this Section 4, advisorExecutive may own, provider directly or indirectly, solely as a passive investment, securities of personal servicesany Competitor traded on any national securities exchange, creditorprovided that Executive is not a controlling person of, or owner a member of a group which controls, such entity and does not, directly or indirectly, "beneficially own" (other than by ownership as defined in Rule 13d-3 of less than the Securities Exchange Act of 1934, as amended) five percent (5%) or more of the stock any class of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)of such Competitor.

Noncompetition. During Seller and Seller Owner, on their own behalf and on behalf of each of their Affiliates, covenant that from the Employment Period, and following termination Closing Date through the four (4) year anniversary of the Executive’s employment Closing, neither they nor their Affiliates will for its or their own account, jointly with another, or for or on behalf of any Person, directly or indirectly, anywhere within the Company, Holdco and any United States of their affiliates, during America (the “Restriction PeriodTerritory”): (a) engage in the “Buyer Business” (defined as hereinafter defined)the Business as conducted by the Buyer Group after Closing) or own, the Executive shall not manage or control, or become engaged or serve as a shareholder, bondholder, creditor, officer, director, partner, member, manager, employee, agent, consultant, advisor or Representative of or give financial, technical or other assistance to or otherwise invest or have a financial interest in, or in exchange for compensation otherwise associate with any Person, business or enterprise that competes directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity the Buyer Business (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “CompetitorCompetitive Business”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if Seller, Seller Owner and their Affiliates may passively hold up to one percent (i1%) less than 10% of the consolidated gross revenues outstanding publicly-traded securities of such persona Person engaged in a Competitive Business for investment purposes only; (b) recruit, together with its affiliatesinduce, derive from activities solicit or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated withemploy, or otherwise have responsibilities that relate in any manner attempt to the conduct recruit, induce, solicit or operations ofemploy, any Competitive Business Person that is conducted by at such person time or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, during the term “participate” includes any direct or indirect interest, whether as previous two (2) year period was an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider or consultant of personal services, creditorBuyer Group, or owner the Seller if such Person was personnel used for the Purchased Assets; (c) solicit any Person that is at such time, or during the previous two (2) year period was, (i) a customer, supplier or business associate of Buyer Group, or the Seller if such Person conducted business in connection with the Purchased Assets or (ii) a Person from whom the Buyer Group or Seller solicited business or with whom the Buyer Group or Seller discussed a potential business relationship, in each case, for the purpose of offering or providing services or products competitive with Buyer Business; (d) cause or seek to cause to be terminated or adversely affected, or otherwise interfere with, any Contractual Obligation of any kind to which the Buyer Group is a party or from which it benefits; (e) seek to interfere with or adversely affect the ongoing relationships between Buyer Group, on the one hand, and its suppliers, customers, employees, independent contractors and professional and business contacts, on the other than hand; or (f) intentionally make any negative, derogatory or disparaging statements or communications regarding Buyer Group, Buyer Business, or any of their respective Affiliates or employees. The determination as to whether a party has breached its obligations under this Section 4.2 shall be made by ownership a court of less than five percent competent jurisdiction applying the Laws of the stock State of a publicly-held corporation whose stock is traded on a national securities exchange Delaware (without giving effect to any choice or conflict of law provision or rule that would cause the application of the Laws of any other jurisdiction) in an over-the-counter marketaccordance with, and subject to the terms of, this Agreement (including, Sections 4.2.3, 7.13 and 7.14 of this Agreement).

Noncompetition. During (a) Following the Employment PeriodClosing Date, and following termination in view of the Executive’s employment with fact that any activity of the CompanySeller, Holdco and ▇▇▇▇▇▇ or any of their affiliatesrespective Affiliates or any of their respective officers, during directors, employees and shareholders (collectively, the “Restriction Period” Affiliated Parties”), in violation of the terms of this Section 6.02 would deprive Buyer of the benefits of its bargain hereunder and under the Ancillary Agreements, and to preserve the goodwill associated with the Business (as hereinafter defined), each of Seller and ▇▇▇▇▇▇ hereby agrees that during the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with Noncompetition Period (including as an advisorhereinafter defined), representativeneither it, agentnor he will, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business and each of the Company, Holdco or Seller and ▇▇▇▇▇▇ will use their respective best efforts to cause any of their respective subsidiaries Affiliates or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will Affiliated Parties not prohibit the Executive from participating in or becoming associated with a person if to: (i) less than 10% of the consolidated gross revenues of such personengage, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, either directly or indirectly, participate inin any capacity whether as a principal, become associated withowner, member, partner, director, officer, trustee, employee, agent, stockholder or consultant, or otherwise have responsibilities that relate in any other capacity, for its own account or solely or jointly with others, in any business, organization, corporation, joint stock association or other Person other than Buyer (or any Affiliate or Subsidiary of Buyer, including the Company subsequent to the conduct Closing, or operations ofany Person deriving title from Buyer to the assets of the Company and the accompanying goodwill purchased hereunder (any such Person, a “Successor”), or render any services or provide any advice to any Person, whose business, activities, products or services compete with the businesses, activities, products or services of Buyer and the Company (the "Business") as it exists on the Closing Date and/or as it may be developed or modified by the Buyer and the Company from time to time, anywhere in the world, all of the foregoing being subject to subsection (c) hereof; (ii) directly or indirectly employ or solicit, or receive or accept the performance of services by, any Competitive Business that is conducted employee or consultant employed by such person or a division, groupworking with Buyer or the Company, or subsidiary encourage or affiliate seek or solicit any such employee or consultant to terminate its relationship or employment with Buyer or the Company; or (iii) directly or indirectly solicit or divert any business, clients or customers away from Buyer or the Company, or induce any customer, client, supplier, agent or other Person under contract, working with or doing business with Buyer or the Company to reduce such business or to terminate, breach or alter, in any manner adverse to Buyer or the Company, the terms of such person. contract, working relationship or business. (b) For purposes of this Agreement, the term “participateNoncompetition Period” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of shall mean the stock of a publicly-held corporation whose stock is traded period commencing on a national securities exchange or in an over-the-counter market).the Closing Date and terminating:

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

Noncompetition. During the Term of Executive's employment and after any Termination of Employment for an additional period equal to the Severance Period or Post-Termination Severance Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with indirectly: (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwisea) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does notengage, directly or indirectly, participate inanywhere in the world, in the manufacture, assembly, design, distribution or marketing of any product or equipment substantially similar to or in competition with any product or equipment which at any time during the Term of such employment or the immediately preceding twelve (12) month period has been manufactured, sold or distributed by the Company or any subsidiary or any product or equipment which the Company or any subsidiary was developing during such period for future manufacture, sale or distribution; (b) be or become associated witha stockholder, partner, owner, officer, director or employee or agent of, or a consultant to or give financial or other assistance to, any person or entity engaged in or considering engaging in any such activities described in subparagraph (a) or so engaged; (c) seek in competition with the business of the Company to procure orders from or do business with any customer of the Company; (d) solicit, or contact with a view to the engagement or employment by, or otherwise have responsibilities that relate directly or indirectly engage or employ any person or entity of any person who is an employee of the Company or was an employee of the Company within the previous six (6) months; (e) seek to contract with or engage (in such a way as to adversely affect or interfere with the business of the Company) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or services to the conduct Company; or (f) engage in or operations ofparticipate in any effort or act to induce any of the customers, associates, consultants, or employees of the Company to terminate or diminish their business with the Company. Nothing in this Section 10.4 shall prohibit Executive from owning, as a passive investor, in the aggregate not more than 2% of the outstanding publicly traded stock of any Competitive Business corporation engaged in the activities described in Section 10.4(a) nor to prevent the Executive from providing services to or acting on behalf of a separate subsidiary or division of a company that engages in the business described in Section 10.4(a) above, provided that the Executive provides no services to the subsidiary, parent or division that is conducted engaged in the business described in Section 10.4(a) and that he otherwise complies with Section 10.2 and Sections 10.4(b) through (f). The duration of Executive's covenants set forth in this Section shall be extended by such person or a divisionperiod of time equal to the number of days, groupif any, or subsidiary or affiliate during which Executive is in violation of such person. For purposes of the provisions contained in this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Noncompetition. During The Advisor acknowledges that (i) the Employment PeriodAdvisor performs services of a unique nature for the Company that are irreplaceable and that the Advisor’s performance of such services to a competing business will result in irreparable harm to the Company and its subsidiaries; (ii) the Advisor has had and will continue to have access to Confidential Information, which, if disclosed, would unfairly and following termination inappropriately assist in competition against the Company and its subsidiaries; (iii) in the course of employment or engagement by a competitor, the Advisor would inevitably use or disclose such Confidential Information; (iv) the Company and its subsidiaries have substantial relationships with their customers and the Advisor has had and will continue to have access to these customers; (v) the Advisor has received and will receive specialized training from the Company and its affiliates; and (vi) the Advisor has generated and will continue to generate goodwill for the Company and its subsidiaries in the course of the Executive’s employment with the Company, Holdco and any of their affiliatesengagement. Accordingly, during the Term and for a period of six (6) months thereafter (the “Restriction Restricted Period” (as hereinafter defined”), the Executive shall Advisor agrees that the Advisor will not, and will not prepare to, directly or indirectly participate in indirectly, own, manage, operate, control, lend one’s name or permit his name directly assistance to, be employed or indirectly to be used engaged by or become associated with (including whether as an advisoremployee, representative, agent, promoterconsultant, independent contractor, provider of personal services contractor or otherwise, and whether or not for compensation) or render services to any person, corporation, partnership, firm, association corporation or other enterprise or entity (a “person”) that isentity, or intends to bein whatever form, engaged in any business which is or preparing to engage in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) in any other material business in which the Executive does notCompany or any of its subsidiaries is engaged or in which they have planned to be engaged in any state, directly or indirectlycounty, participate inmunicipality, become associated withcity, or otherwise have responsibilities that relate other locale of the United States or any other country or jurisdiction in which the Company or any subsidiary conducts or has material plans to conduct business in each case, during the conduct or operations ofTerm. Notwithstanding the foregoing, any Competitive Business nothing herein prohibits the Advisor from being a passive owner of not more than 1% of the equity securities of a publicly traded corporation engaged in a business that is conducted by such person in competition with the Company or a divisionany of its subsidiaries or affiliates, group, or subsidiary or affiliate so long as the Advisor has no active participation in the business of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)corporation.

Noncompetition. During In consideration of Employee’s employment, Employee agrees that: (a) In the Employment Periodevent Employee is terminated by the Corporation for any reason, for the duration of his employment by Corporation and following for a period of two (2) years after the termination of the Executive’s employment with the Companyhis employment, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive he shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if not: (i) less than 10% in ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Europe, the Middle East and the Far East, including the Pacific Rim, on behalf of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company himself or any of its subsidiaries other entity or affiliates (a “Competitive Business”) and (ii) the Executive does notcorporation, directly or indirectly, participate inas an employee, become associated withagent, independent contractor, owner, stockholder, partner, officer, director or otherwise have responsibilities otherwise, engage in the business of the manufacture or sale of electronic equipment for use in cable television or broadband data transmission systems that relate is comparable to or in competition with equipment produced by the conduct Corporation. (ii) call on or operations ofsolicit, on behalf of himself or on behalf of any other entity or corporation, any Competitive Business that is conducted of the customers of Corporation for the purpose of selling or distributing to any of said customers any product or service comparable to or competitive with products or services developed, sold and/or distributed by such person Corporation or a divisionproducts or services which Corporation may have under development during the period of time Employee was employed by Corporation (“Corporation’s Products”); nor will Employee in any way, groupdirectly or indirectly, for himself or subsidiary on behalf of any other entity or affiliate corporation, solicit, divert or take away any customer of such personCorporation. For purposes of this Agreement, “customer” shall mean any person, entity or corporation which has purchased Corporation’s Products, or has received a price quotation from Corporation for Corporation’s Products, at any time within the term “participate” includes two (2) year period prior to the date of termination of Employee’s employment. (iii) Not to enter or attempt to enter into an employment or agency relationship with any direct person who, at the time of such entry (or indirect interestattempted entry), whether as or at the time of termination of Employee’s service with Corporation, was an officer, director, employee, partnerprincipal or agent of Corporation if, sole proprietorbut only if, trusteesuch employment or agency relationship is with respect to a business in competition with Corporation. (iv) Not to induce or attempt to induce any person described in subparagraph (c) to leave his or her employment, beneficiaryagency, agentdirectorship or office with Corporation to enter into a business in competition with Corporation; and It is understood by and between the parties to this Agreement that the aforesaid covenants set forth in this Section 5.02 are essential elements of this Agreement, representativeand that, but for the agreement of Employee to comply with such covenants, Corporation would not have agreed to the terms of employment set forth in this Agreement. Such covenants by Employee shall be construed as agreements independent contractorof any other provisions in this Agreement. The existence of any claim or cause of action by Employee against Corporation, consultantwhether predicated on this Agreement or otherwise, advisorshall not constitute a defense to the enforcement by Corporation of such covenants. In addition to all other legal remedies available to Corporation for enforcement of the covenants of this Section 5.02, provider the parties agree that Corporation shall be entitled to an injunction by any court of personal servicescompetent jurisdiction to prevent or restrain any breach or threatened breach hereof. The parties to this Agreement agree that, creditorif any court of competent jurisdiction determines the specified time period or the specified geographical area of application, or owner (other than the definition of Corporation’s Products in such covenants to be unreasonable, arbitrary or against public policy, then a lesser time period and/or a smaller geographical area and/or a less encompassing definition of Corporation’s Products which are determined to be reasonable, nonarbitrary and not against public policy may be enforced against Employee. The parties to this Agreement agree and acknowledge that they are familiar with the present and proposed operations of Corporation and believe that the restrictions set forth in this Section 5.02 are reasonable with respect to its subject matter, duration and geographical application. The provisions of this Section 5.02 may be waived, in part or fully, in writing by ownership Corporation at its option. These restrictive covenants shall survive the termination of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)this Agreement.

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

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

Noncompetition. (a) During the Employment PeriodTerm of Noncompetition, and following termination the Seller will refrain from directly or indirectly, whether as a principal, officer, director, employee (other than as an employee of the Executive’s employment with Companies or the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter definedBuyer), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an shareholder, investor, consultant, advisor, representativepartner, joint venturer, broker, agent, promoterequity owner, independent contractoror in any other capacity whatsoever, provider in every state in the United States (the "Restricted Territory"): (i) engaging or participating in any business enterprise (regardless of personal services whether it is a sole proprietorship or otherwise) any person, a corporation, partnership, firmtrust, association business association, or other enterprise or entity (a “person”entity) that is, or intends to be, engaged engages in (x) any business which is any Company was engaged in competition with as of the date of this Agreement or as of the Closing date (other than the Retail Card Business), or (y) any business which performs TPA Services. The foregoing notwithstanding, it is permissible for the Seller to engage in the Retail Card Business; or (ii) other than through the sale of permitted products or services by the Company, Holdco or any of their respective subsidiaries or affiliates Seller as set forth in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% above, causing or attempting to cause (A) any person or entity by or through or to whom any Company sells or distributes its services or products to terminate or reduce its relationship or dealings with any Company, or (B) any company whose services or products are sold by or through any Company to terminate or reduce its relationship or dealings with any Company; or (iii) causing or attempting to cause any employee, agent, consultant, or independent contractor of any Company to cease serving any Company in such capacity; or (iv) hiring or otherwise retaining or soliciting any Person who, prior to the Closing or at any time during the Term of Noncompetition, was an employee, consultant or other contractor of any Company. (b) The Seller acknowledges that the geographic boundaries of the consolidated gross revenues Restricted Territory, the scope of such personprohibited activities, together with its affiliates, derive from activities or businesses and Term of Noncompetition contained in Section 9.5(a) hereof (i) are reasonable and no broader than necessary to protect the investment by Buyer in each Company and each Company's ongoing business interests and (ii) do not and will not impose any unreasonable burden upon the Seller. (c) Buyer and Seller agree that are in competition with (i) any business breach by the Seller of any of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) provisions contained in this Section 9.5 would cause irreparable Damage to the Buyer Parties for which monetary damages and other remedies at law may be inadequate, and (ii) the Executive does notBuyer Parties will be entitled as a matter of right to obtain, directly or indirectlywithout posting any bond whatsoever and without proof of any actual Damage, participate ina restraining order, become associated withan injunction, specific performance, or otherwise have responsibilities that relate other form of equitable or extraordinary relief from any court of competent jurisdiction to restrain any threatened or further breach of this Section 9.5 or to require such Seller to perform its obligations under this Section 9.5, which right to equitable or extraordinary relief will not be exclusive but will be in addition to all other remedies to which the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of Buyer Parties may be entitled under this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditorat law, or owner in equity (other than by ownership of less than five percent of including without limitation the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter marketright to recover monetary damages).

Noncompetition. During Executive also agrees that without the Employment Period, and following termination express prior written consent of the Executive’s employment with Company and as consideration for the Companyabove-mentioned compensation, Holdco and Executive will not (on behalf of Executive or any of their affiliatesother person or entity), during the “Restriction Period” Term and for a period of one (as hereinafter defined), 1) year after the Executive shall not date of any termination of Executive's employment for any reason whatsoever (i) directly or indirectly own, manage, join, invest in, finance, control or participate in in, accept employment with, provide consulting or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal advisory services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that isto, or intends to bebe connected with, engaged in any business which is in competition with any business of (other than the Company, Holdco Company or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, howeverits affiliates) anywhere, that markets, sells, or provides access to databases or services substantially similar to those offered by the foregoing will not prohibit Company or that the Executive from participating in Company is actively and demonstrably developing or becoming associated with a person if (i) less than 10% has developed and then actively and demonstrably intends to market presently as of the consolidated gross revenues date of such persontermination of this Agreement, together with its affiliates(ii) rely on proprietary technology or know-how used by, derive from activities or businesses documents that are in competition with any business contain confidential information (specifically including customer lists and the contents of marketing documents and marketing materials) of the Company or any of its subsidiaries affiliated companies to engage in any activity with the intent or affiliates effect of competing with the Company or any of its affiliated companies, or (a “Competitive Business”iii) directly or indirectly (on behalf of Executive or any other person who markets, sells or provides access to databases, or services substantially similar to those offered by the Company or that the Company is actively developing or has developed and then intends to market presently), employ, solicit for employment or otherwise assist in the solicitation for employment, any other employee or consultant of the Company or any of its affiliated companies (ii) collectively the "non-competition obligations"). Executive does will not, however, be prevented from owning, directly or indirectly, participate insolely for investment purposes, become associated withno more than one percent (1%) of the shares of stock of any publicly traded corporation that does compete with the Company. Executive also will not be prevented from rendering services to another company which competes with the Company so long as Executive's performance of services to or for the benefit of the other company is solely for the benefit of those businesses of the other company which do not compete with the business of the Company. In addition, during the Term and for a period of one (1) year after the date of any termination of Executive's employment for any reason whatsoever, Executive shall not directly or indirectly (1) induce or attempt to induce any employee of the Company, its affiliates or subsidiaries to leave the employee of the Company or in any way interfere with the relationship between the Company and any employee thereof, (2) hire directly or through another entity any person who was an employee of the Company as of the date of Executive's termination, (3) induce or attempt to induce any customer, supplier, licensee, licensor, or otherwise have responsibilities that relate other business relation of the Company to cease doing business with the conduct Company or operations ofits affiliates, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor or business relation and the Company, (4) disparage the Company, its management, or its business in any public or private manner, or (5) induce, directly or indirectly, any Competitive Business person to compete with the Company. Executive agrees that is conducted by if Executive fails fully to honor Executive's obligations of confidentiality and non-competition hereunder, such person or act will constitute a divisionmaterial breach of this Agreement and the Company shall have, groupin addition to any other rights, or subsidiary or affiliate the right to cease all further payments hereunder and/or seek a refund of such person. For purposes payments previously paid to Executive as a part of this Agreement, Agreement after the term “participate” includes any direct date of Executive's breach of Executive's confidentiality or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent non-competition obligations and the right to obtain specific performance of the stock confidentiality and non-compete obligations agreed to herein, without any showing of a publicly-held corporation whose stock is traded on a national securities exchange actual damage or in an over-the-counter market)inadequacy of legal remedy. Only payments made after the Date of Termination are subject to reimbursement.

Noncompetition. During (a) The Sellers and the Employment PeriodStockholders agree that, unless they obtain Buyer's prior written authorization, for a period of five years from and following termination after the Closing Date, they shall not, directly or indirectly, (i) in any state, county or city where any of the Executive’s employment with Sellers operate the CompanyBusiness as of the date of this Agreement, Holdco and enter into, engage in, be employed by, consult with, conduct or have any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged ownership interest in any business which is that fabricates and sells concrete construction supplies and steel reinforcing bar in competition with any business of the Companybusinesses conducted by the Sellers or the Buyer or their Affiliates as of the date of this Agreement, Holdco or (ii) solicit, sell or service any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or customers of any of the businesses conducted by the Sellers, the Buyer, their respective subsidiaries Affiliates as of the date of this Agreement with products and/or services similar to the products or affiliates operateservices offered by the Sellers, compete or are engaged in such business or at such time intend so to operatethe Buyer, compete or become engaged in such business (a “Competitor”)their Affiliates as of the date of this Agreement; provided, however, that the foregoing will restrictions shall not prohibit apply to the Executive from participating Stockholders' ownership interest in or becoming associated activities with a person if (i) less than 10% respect to Gate City Software Solutions, Private LTD, Tishler Industries, Inc., and ▇▇▇▇▇▇h and Install, Inc., as such businesses are operated as of the consolidated gross revenues Closing Date (which operations are more particularly described on Exhibit 9.1(a) attached hereto). (b) Conduct shall be prohibited by this Section 9.1 regardless of such personhow it is carried out, together with its affiliateswhether as an independent contractor, derive from activities partner or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated withjoint venturer, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiarystockholder, agent, representativeemployee or salesman for any person, independent contractortime partnership, consultant, advisor, provider corporation or other entity. The foregoing restrictions shall not apply to the ownership by a stockholder of personal services, creditor, or owner (other no more than by ownership of less than five one percent of the stock then outstanding securities of a publicly-held corporation any company whose stock is traded on a national securities exchange or in an over-the-counter market)is quoted on NASDAQ.

Noncompetition. During Employee agrees that during the Employment Noncompetition Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing he will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate ineither: (a) have any interest in (whether as proprietor, become associated withofficer, director or otherwise), (b) enter the employment of, (c) act as agent, broker, or distributor for or adviser or consultant to, or (d) provide information useful in conducting the Business to, solicit customers or employees on behalf of or otherwise have responsibilities that relate provide any substantial assistance useful in conducting the Business to any person, firm, corporation or business entity which is engaged, or which Employee reasonably knows is undertaking to become engaged, in the conduct Territory in the Business or operations ofoutside the Territory if sales are solicited from customers located inside the Territory. Notwithstanding the foregoing, Employee shall not be prohibited from (i) being employed by or acting as an agent, broker or distributor for or advisor or consultant to any Competitive Non-Business that is conducted by such person or Affiliate of a person, division, groupfirm, corporation, a business entity ("Parent") which ("Parent"), as one of its businesses, is or subsidiary may become engaged in the Business so long as (x) Employee has no relationship or affiliate contact with any portion of such person. For purposes of this AgreementParent which is competitive with the Business, (y) Employee's activities are not described in clause (d) above and (z) the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner Business does not constitute more than ten (other than by ownership of less than five percent 10%) of the stock aggregate revenues of Parent on a consolidated basis; or (ii) owning not more than 1% of the issued and outstanding securities of a publicly-held corporation whose stock is publicly traded on a national securities exchange entity which may be engaged in whole or in an overpart in the Business. A Non-the-counter market)Business Affiliate is a person, division, firm, corporation or business entity which does not, and is not preparing to, engage in the Business.

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

Noncompetition. During the Employment Period, For and following termination in consideration of the Executive’s employment payment by Jaymark to INTERCELL of the Consideration, INTERCELL hereby covenants to and agrees with Jaymark that, except as otherwise expressly consented to, approved or otherwise permitted by the CompanyBoard of Directors of Jaymark in writing, Holdco for a period of four (4) years commencing on the Closing Date (provided, however, that such period shall be extended by and for the duration of any period of their affiliates, time during the “Restriction Period” (as hereinafter definedwhich INTERCELL is in violation of any provision of this Agreement), INTERCELL and its officers, directors, employees and agents shall not, directly or indirectly, acting alone, or as a member of a partnership or other business entity or as a holder of any security of any class issued by a corporation or other business entity or as creditor, partner, distributor or representative of any corporation, partnership or other business entity or otherwise: (a) engage, within the Executive shall not State of California or in any other jurisdiction in which CTL carries on business, in any business, trade or other enterprise substantially similar to or directly or indirectly participate in competition with the business of CTL as it then exists; extend or assist in arranging credit to establish or conduct any such business or permit his name directly its name, reputation or indirectly affiliations to be used by in connection with any such business; (b) use or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) disclose to any person, firm, corporation, partnership, firm, association or other enterprise or entity (a “person”except as required by law) that isany confidential or proprietary information pertaining to the organization, business, inventions, discoveries, customers, suppliers, operations, affairs or intends to be, engaged in other trade secrets of CTL at any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)time; provided, however, that the foregoing will such obligations of non-use and non-disclosure shall not prohibit the Executive from participating in apply to information that is or becoming associated with becomes a person if (i) less than 10% part of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business public domain without breach of the Company aforementioned obligations of INTERCELL or its officers, directors, employees or agents; (c) request, induce or attempt to influence any current, future or prospective customer or supplier of CTL to limit, curtail or cancel its subsidiaries business with CTL; or (d) request, induce or affiliates (a “Competitive Business”) and (ii) the Executive does notattempt to influence any current, directly future or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an prospective officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisoragent or representative of CTL to (i) terminate his, provider her or its employment or business relationship with CTL or (ii) commit any act that, if committed by CTL, would constitute a breach of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)any provision hereof.

Noncompetition. (a) During the Employment PeriodNoncompetition Period (as hereinafter defined) each Key Person will not, and following termination of the Executive’s employment with directly or indirectly, or as a stockholder, partner, member, manager, employee, consultant or other owner or participant in any Person other than the Company, Holdco and (i) engage in or assist any of their affiliates, during other Person to engage in any Covered Business (as hereinafter defined) anywhere in the “Restriction Period” Covered Area (as hereinafter defined), (ii) solicit or endeavor to entice away from the Executive shall not directly Company, or indirectly participate in offer employment or permit his name directly a consulting position to, or indirectly to be used by or become associated otherwise materially interfere with (including as an advisorthe business relationship of the Company with, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that Person who is, or intends was within the one-year period prior thereto, an employee of or consultant to be, the Company who was primarily engaged in any business which is in competition with any business of the Covered Business, or (iii) solicit or endeavor to entice away from the Company, Holdco endeavor to reduce the business conducted with the Company by, or otherwise materially interfere with the business relationship of the Company with, any of their respective subsidiaries Person with whom the Company has engaged in collaboration, services or affiliates licensing business discussions in any geographic area in which the 12 months prior to the Closing, or other Person having business relations with, the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are in each case who was primarily engaged in such business or at such time intend so to operatethe Covered Business. Notwithstanding the foregoing, compete or become engaged nothing in such business (a “Competitor”); provided, however, that the foregoing will not this Section 4.13 shall prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% any Key Person from (a) issuing a general solicitation for employment or services or hiring or engaging any of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses foregoing Persons who respond to a general solicitation to the public that are in competition with is not specifically directed to any business of the Company foregoing Persons or (b) being a director, officer or employee of Purchaser or any of its subsidiaries Affiliates following Closing or affiliates (a “Competitive Business”) and owning the Consideration Shares or other shares of Purchaser Common Stock and/or making passive investments in up to 5% of the equity interests of any publicly traded company; or (ii) in the Executive case of each of ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, such Person engaging in academic research activities ancillary to such Person’s status as a professor at a recognized university and for which research activities such Person does notnot receive separate compensation, directly whether from such university or indirectlya third party, participate in, become associated with, or otherwise have responsibilities provided that relate such academic research activities do not result in a license related to the Covered Business for the purpose of development or commercialization of a pharmaceutical product. In addition, nothing in this Section 4.13 shall be construed to restrict the ability of ▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇ (or any other lawyer employed by ▇▇▇▇▇▇▇ ▇▇▇▇ PLLC) to provide legal services if such restriction would be impermissible under the rules of professional conduct applicable to such lawyer. For the avoidance of doubt, the provision by any Key Person of consulting services, such as the due diligence review of research programs in the field of the Covered Business within the Covered Area or operations ofserving on the scientific advisory board, any Competitive Business that is conducted by for the benefit of third parties would require the prior written consent of Purchaser, not to be unreasonably withheld so long as such person consulting services would not reasonably be expected to have an adverse impact on the Purchaser or a division, group, or subsidiary or affiliate of such person. its Affiliates. (b) For purposes of this AgreementSection 4.13, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of following terms shall have the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).following meanings:

Noncompetition. During the Employment Period, Employee acknowledges and following termination agrees that by virtue of the Executive’s employment Employee's position with the Company, Holdco Employee will be exposed to the Company's valuable Trade Secrets and any Confidential Information and will have access to the Company's customers and suppliers at the highest level and that, if used in competition with the Company, such contacts and information would enable Employee to irreparably injure the Company and its Affiliates if Employee should compete with the Company in a business that is competitive with the business conducted by the Company and its Affiliates during the continuation of their affiliatesEmployee's employment with the Company or which the Company proposes to conduct as of the termination of the employment of the Employee (and of which the Employee has knowledge). For these reasons, Employee hereby agrees that Employee will not, during the “Restriction Period” (as hereinafter defined), Noncompetition Period and within the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does notProtected Area, directly or indirectly, participate ineither as an individual, become associated witha partner or a joint venturer, or otherwise have responsibilities that relate to in any other capacity, (a) invest (other than investments in publicly-owned companies which constitute not more than 1% of the conduct voting securities of any such company and investments made through Equity Capital Partners, provided Employee does not own, directly or operations ofindirectly, more than 5% of the profits or capital interest of Equity Capital Partners) in any Competitive Business business that is conducted by such directly competitive with that of the Company or its Affiliates, (b) accept employment with or render services to a direct competitor of the Company as a director, officer, manager, consultant, executive or other employee, (c) engage, for Employee's self or any other person or a divisionentity in the sales, groupmarketing, design, offer or manufacture of products or services directly competitive with any product and/or services sold, marketed, designed, offered or manufactured by the Company or its Affiliates, or subsidiary (d) solicit or affiliate accept business with respect to products or services that are directly competitive with the products and/or services sold, marketed, designed, offered or manufactured by the Company or its Affiliates from any customers of such personthe Company or its Affiliates or any person or entity whose business the Company or its Affiliates is soliciting or solicited during Employee's employment. For purposes of this Agreement, a "competitor" or a business that is competitive with the Company means only those persons, firms, sole proprietorships, partnerships, companies, corporations, or other entities that manufacture and/or market textile related bed, bath, pillow and pad products and/or perform services in direct competition with those marketed and/or performed by the Company or its Affiliates within the Protected Area; provided, however, the term “participate” "competitor" (i) expressly excludes any entity where the foregoing definition would apply to 10% or less of such entity's annual sales, and (ii) expressly includes any direct or indirect interestWestpoint ▇▇▇▇▇▇▇, whether as an officerInc., directorSprings Industries, employeeInc. and ▇▇▇ River, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).Inc.

Noncompetition. During (i) the Employment Period, and (ii) following termination of the Executive’s employment with the Company, Company and Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined)) and provided in such instance Company or Holdco is paying to Executive the Severance Payment as set forth in Article 5, then the Executive shall not directly or indirectly participate in or permit his her name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Company or Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Company or Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business business, as set forth more fully pursuant to Schedule A (each, a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or Holdco or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have -11- DocuSign Envelope ID: 6F2BA126-89C9-47AC-B0EF-5F39E09612E7 responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market).

Noncompetition. During Each of the Employment Period, and following Shareholders hereby agrees that until the expiration of six(6) months after any termination of the Executive’s such Shareholders employment with Seller, whether terminated by either the CompanySeller or the Shareholder, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing Shareholder will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, either through any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate kind of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner ownership (other than by ownership of securities of a publicly held corporation of which it owns less than five percent (5%) of any class of outstanding securities), or as a principal, agent, employer, employee, advisor, consultant, copartner or in any individual or representative capacity whatever, either for its own benefit or for the benefit of any other person, firm or corporation, without the prior written consent of APSG, commit any of the stock following acts, which acts shall be considered violations of this covenant not to compete: (a) Solicit business from, divert business from, or attempt to convert to other methods of using the same or similar products or services as provided by Seller, APSG or their affiliates, any client, account, or location of the Seller , APSG or their affiliates, or any potential client, account or location which Seller or Sellers affiliates are then pursuing, considering or negotiating with; or (b) Directly or indirectly solicit for employment or employ any employee of APSG, Seller or any affiliate or entity related to any of them, or induce or attempt to influence any employee of APSG, Seller or any such affiliate or related entity to terminate his or her employment with APSG, Seller or any such affiliate or related entity; or (c) Provide physician practice management services, or engage in the physician practice management business, or the business of acquiring physician practices, with respect to any physicians or physician group, entity or organization, whose primary specialty is obstetrics and/or gynecology (OB/GYN) anywhere within 100 miles of (i) any physician practice then managed or otherwise serviced by Seller or Sellers affiliates, or (ii) any physician practice which Seller or Sellers affiliates is then pursuing, considering or negotiating with for services, acquisition or other business; or (d) Directly or indirectly request or advise any patient or physician or any other person, firm, corporation or other entity having a business relationship with Seller or APSG or any affiliate or related entity, to withdraw, curtail or cancel its business with Seller or such affiliate or related entity. In addition to the foregoing, after the expiration of the six (6) month post-employment termination period described above, and during the second six (6) month period after any termination of a publiclyShareholders employment with Seller, whether terminated by either the Seller or the Shareholder, the terminated Shareholder will provide Seller with a right-held corporation of-first refusal for all transactions which such Shareholder may in any way be involved in or with, concerning the providing of physician practice management services, the physician practice management business, or the business of acquiring physician practices, involving physicians or practices whose stock is traded primary specialty isOB/GYN. Pursuant to such right-of-first refusal, the applicable Shareholder shall, prior to entering into any binding agreements with respect to the subject transaction, provide written details concerning such transaction, and the terms thereof, to Sellers Board of Directors, and provide Seller with at least thirty (30) days thereafter to exercise its right of first refusal and engage in such transaction on the same proposed terms and conditions. If Seller fails to exercise its right of first refusal during such thirty (30) day period, same shall be deemed a national securities exchange refusal to exercise its right of first refusal. Each of the Shareholders has reviewed and carefully considered the provisions of this ARTICLE and, having done so, each agrees that the restrictions set forth herein (a) are fair and reasonable with respect to time, geographic area and scope, (b)are not unduly burdensome to any of the Shareholders, and (c) are reasonably required for the protection of the interests of APSG, Seller and their affiliates. Each of the Shareholders agrees that a violation on its part of any covenant contained in this ARTICLE will cause APSG and Seller irreparable damage for which remedies at law may be insufficient, and for that reason, each of the Sellers agrees that APSG and Seller shall be entitled as a matter of right to equitable remedies, including specific performance and injunctive relief, therefor. The right to specific performance and injunctive relief shall be cumulative and in addition to whatever other remedies, at law or in an over-the-counter market)equity, that APSG or Seller may have, including, specifically, recovery of additional damages.

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

Noncompetition. During the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) Employment Period and (ii) the Severance Period (such period, together with the Employment Period, is referred to herein as the “Restricted Period”), Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, shall not engage in any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such personActivities unless Executive receives prior written approval. For purposes of this Agreement, “Competitive Activities” means Executive engaging, or Executive causing or directing any Person to engage, directly or indirectly, as a principal, agent, shareholder, investor, employer, partner, director, officer, employee, consultant, member, joint venturer, manager, lender, consultant, operator, or in any capacity whatsoever (other than as a customer) (including, without limitation, in any division, group or franchise of a larger organization), in any business in which Parent, Employer or any of their respective Subsidiaries is engaged or any other business for which Employer, Parent or any of their respective Subsidiaries has a Bona Fide Interest (as defined below), including, without limitation, any merchant acquirer or payment card processing business, including: (i) any business that conducts electronic card and check processing and settlement or ACH payment processing, or (ii) any independent payment processing sales organizations (the term “participate” includes Business”), within the United States or any direct other jurisdiction in which Employer, Parent or indirect interestany of their respective Subsidiaries engages in business or for which Employer, Parent or any of their respective Subsidiaries has a Bona Fide Interest (whether such business is located in the United States or such other jurisdiction or markets to customers located within the United States or such other jurisdiction); provided that Competitive Activities shall not include (x) Executive being a passive owner of not more than 2% of the outstanding stock of any class of a Corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation, and (y) Executive providing services as an officer, director, employee, partnerdirector or consultant of any financial institution so long as Executive’s services relate solely to a subsidiary, sole proprietordivision or other business unit of such financial institution that is not engaged in the Business and Executive does not otherwise in any manner engage in any Competitive Activities; provided further that, trusteewith respect to large financial institutions (for example, beneficiaryJPMorgan Chase) that may have divisions, agentbusiness lines or business units that conduct the types of business described in clauses (i) and (ii) above (the “Restricted Divisions”), representativeonly such Restricted Divisions shall be applicable for evaluating a breach of this Section 3(a). As used herein, independent contractora “Bona Fide Interest” means a bona fide interest or expectancy relating to the acquisition of such business by Employer, consultantParent or any of their respective Subsidiaries, advisoras evidenced by appropriate written documentation (for example, provider a term sheet or letter of personal servicesintent or emails or other written records that evidence that the parties have an interest or expectancy and have had discussions relating to such acquisition) or discussions indicating an intent to pursue such acquisition transaction (except that, creditor, or owner (other than by ownership of less than five percent with respect to the portion of the stock Restricted Period following the Employment Period, the bona fide interest or expectancy is measured as of the time immediately preceding the Separation); provided that Parent shall no longer have a publicly-held corporation whose stock is traded on Bona Fide Interest in a national securities exchange or business if Parent determines to no longer pursue the acquisition of such business more than six (6) months prior to Executive engaging in an over-the-counter market)any Competitive Activities. Executive shall be immediately relieved from any restriction hereunder in the event that Parent fails to make any payments during the Severance Period; provided, that Executive shall be required to provide notice of such failure to Parent and Parent shall have a 30 day period from the receipt of such notice to cure the failure by appropriate action.

Noncompetition. During the Employment Period, Grantee hereby covenants and following termination of the Executiveagrees that during ▇▇▇▇▇▇▇’s employment with the CompanyCompany and its Affiliates and for a period of 18 months following the termination of that employment, Holdco and for any of their affiliatesreason, during the “Restriction Period” (as hereinafter defined), the Executive ▇▇▇▇▇▇▇ agrees that he or she shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interestdirectly, whether individually or as an a partner, shareholder, officer, director, employee, partnerindependent representative, sole proprietor, trustee, beneficiarybroker, agent, representativeconsultant or in any other capacity for any other individual, independent contractorpartnership, firm, corporation, company or other entity, engage in the following prohibited activities without prior written authorization from the Company: (i) Have any ownership interest in any Restricted Organization (as hereinafter defined); (ii) Work or provide services for any Restricted Organization; (iii) Employ or seek to employ or engage or seek to engage any person who has worked for or in conjunction with the Company or an Affiliate during the 12-month period preceding the termination of Grantee’s employment, specifically including any consultant, advisoremployee, provider or vendor used by the Company or an Affiliate; (iv) Solicit or induce any person currently employed by or otherwise associated with the Company or an Affiliate to terminate such employment or relationship; (v) Solicit or provide or offer to solicit or provide any Restricted Product or Service to any business account or customer of personal servicesthe Company or an Affiliate who was a business account or customer of the Company or an Affiliate during the 12-month period preceding termination of ▇▇▇▇▇▇▇’s employment or about whom Grantee obtained confidential information; (vi) Accept business from any business account or customer of the Company or an Affiliate who was a business account or customer of the Company or an Affiliate during the term of Grantee’s employment, creditorincluding, but not limited to, any business account or customer serviced or contacted by ▇▇▇▇▇▇▇, or owner (other than by ownership of less than five percent for whom Grantee had direct or indirect responsibility, on behalf of the stock Company or an Affiliate within the 12-month period preceding the termination of a publicly-held corporation whose stock is traded on a national securities exchange Grantee’s employment or in about whom Grantee obtained confidential information, when that business pertains to products or services which are competitive with or substantially similar to any Restricted Product or Service; or (vii) Otherwise attempt to interfere with the Company or an over-the-counter market)Affiliate’s business or its relationship with its business accounts, consultants, customers, employees or vendors.

Noncompetition. (a) During the Employment Period, and following termination of the Executive’s employment with the CompanyCompany and for a period of one year following a Covered Termination (such one-year period, Holdco and any of their affiliates, during the “Restriction Post-Termination Period” (as hereinafter defined”), the Executive shall not engage in Competition (as defined below) with the Company or any of its subsidiaries. (b) For purposes of this Agreement, “Competition” shall mean the taking of any of the following actions by the Executive: (i) conducting, directly or indirectly participate in indirectly, any business involving the development, acquisition, sale or permit his name directly management of “Class A” commercial office properties, whether such business is conducted by the Executive individually or indirectly to be used by as principal, partner, officer, director, consultant, employee, stockholder or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider manager of personal services or otherwise) any person, partnership, corporation, partnershiplimited liability company or any other entity, firmexcept as provided below; and (ii) ownership of interests in “Class A” commercial office properties that are competitive, association directly or other enterprise or entity (a “person”) that isindirectly, or intends to be, engaged in any business which is in competition with any business of carried on, directly or through one or more subsidiaries or otherwise, by the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will term “Competition” shall not prohibit include (A) the Executive from participating in Executive’s activities related to the ownership, development, financing, management, leasing, marketing, sale, transfer or becoming associated with a person if (i) less than 10% exchange of any of the consolidated gross revenues 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 any property received in any exchange for the properties listed on Schedule A otherwise comply with the terms and conditions of such personthis Agreement, together with its affiliates(B) the Executive’s participation as a passive investor in the ownership, derive from activities development, financing, management, leasing, marketing, sale, transfer or businesses exchange of real property that are in competition does not compete, directly or indirectly, with any business of carried on by the Company or any of its subsidiaries or affiliates subsidiaries, (a “Competitive Business”) and (iiC) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider ownership by the Executive of personal services, creditor, or owner (other than by ownership of less than up to five percent of the stock outstanding equity interests of a publiclyany public company, (D) other real estate activities not related to “Class A” commercial office properties and (E) solely with respect to the Post-held corporation whose stock is traded on a national securities exchange Termination Period, the Executive’s conduct of business or ownership of real property in an over-the-counter market)geographical areas other than the geographical areas in which the Company owns, as of the Date of Termination, real property.

Noncompetition. During The Executive covenants and agrees that he -------------- shall not, for a period beginning on the Employment Period, date of this Agreement and following termination ending on the third anniversary of the date the Executive’s 's employment with the Company, Holdco and any of their affiliates, during Company is terminated (the “Restriction Period” (as hereinafter defined"Termination Date"), without the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business express prior written consent of the Company, Holdco directly or any of their respective subsidiaries or affiliates indirectly, anywhere in the Restricted Area (as defined below) (a) engage in any geographic area activity in which the CompanyDesignated Industry (as defined below) or (b) engage, Holdco participate or invest in or assist (whether as owner, part-owner, shareholder, partner, member, director, officer, trustee, employee, agent or consultant, or in any of their respective subsidiaries other capacity) any business organization whose activities, products or affiliates operate, compete or services are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)the Designated Industry; provided, however, that the Executive -------- ------- may make passive investments in a competitive enterprise, the shares of which are publicly traded, if the Executive's aggregate investment in such enterprise constitutes less than one percent (1%) of the equity ownership of such enterprise. Without implied limitation, the foregoing will not noncompetition covenant shall prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% hiring, attempting to hire or otherwise soliciting, for himself or on behalf of the consolidated gross revenues of such any entity or person, together with its affiliatesany officer, derive from activities director, consultant or businesses that are in competition with any business other employee of the Company or any of its subsidiaries Affiliates, or affiliates (a “Competitive Business”) and authorizing or approving any such action by any other person, (ii) the Executive does not, directly encouraging for himself or indirectly, participate in, become associated with, on behalf of any entity or otherwise have responsibilities that relate to the conduct or operations of, person any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employeeconsultant or other employee to terminate his or her relationship or employment with the Company or any of its Affiliates, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider (iii) soliciting for or on behalf of personal services, creditor, any entity or owner (other than by ownership of less than five percent person any customer or Prospective Customer of the stock Company or any of a publicly-held corporation whose stock is traded on a national securities exchange its Affiliates and (iv) diverting to any entity or in an over-the-counter market)person any customer or Prospective Customer of the Company or any of its Affiliates.

Noncompetition. During the Employment Period, Employee acknowledges and following termination agrees that by virtue of the Executive’s employment Employee's position with the Company, Holdco Employee will be exposed to the Company's valuable Trade Secrets and any Confidential Information and will have access to the Company's customers and suppliers at the highest level and that, if used in competition with the Company, such contacts and information would enable Employee to irreparably injure the Company and its Affiliates if Employee should compete with the Company in a business that is competitive with the business conducted by the Company and its Affiliates during the continuation of their affiliatesEmployee's employment with the Company or which the Company proposes to conduct as of the termination of the employment of Employee (and of which Employee has knowledge). For these reasons, Employee hereby agrees that Employee will not, during the “Restriction Period” (as hereinafter defined), Noncompetition Period and within the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does notProtected Area, directly or indirectly, participate ineither as an individual, become associated witha partner or a joint venturer, or otherwise have responsibilities that relate to in any other capacity, (a) invest (other than investments in publicly-owned companies which constitute not more than one percent (1%) of the conduct or operations of, voting securities of any Competitive Business such company) in any business that is conducted by such directly competitive with that of the Company or its Affiliates, (b) accept employment with or render services to a direct competitor of the Company as a director, officer, manager, consultant, executive or other employee, (c) engage, for Employee's self or any other person or a divisionentity in the sales, groupmarketing, design, offer or manufacture of products or services directly competitive with any product and/or services sold, marketed, designed, offered or manufactured by the Company or its Affiliates, or subsidiary (d) solicit or affiliate accept business with respect to products or services that are directly competitive with the products and/or services sold, marketed, designed, offered or manufactured by the Company or its Affiliates from any customers of such personthe Company or its Affiliates or any person or entity whose business the Company or its Affiliates is soliciting or solicited during Employee's employment. For purposes of this Agreement, a "competitor" or a business that is competitive with the Company means only those persons, firms, sole proprietorships, partnerships, companies, corporations, or other entities that manufacture and/or market textile related bed, bath, pillow and pad products and/or perform services in direct competition with those marketed and/or performed by the Company or its Affiliates within the Protected Area; provided, however, the term “participate” "competitor" (i) expressly excludes any entity where the foregoing definition would apply to ten percent (10%) or less of such entity's annual sales, and (ii) expressly includes any direct or indirect interestWestpoint ▇▇▇▇▇▇▇, whether as an officerInc., directorSprings Industries, employeeInc. and ▇▇▇ River, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than Inc. Employee's obligations pursuant to this Section 4.3 are conditioned upon payment by ownership of less than five percent the Company of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Special Incentive Bonus.

Noncompetition. During Executive acknowledges that during the Employment Period, and following termination course of the Executive’s employment with the Company, Holdco Executive has become familiar with the Company’s corporate strategy, pricing and other market information, know-how, trade secrets, and valuable customer, supplier and employee relationships, and with other confidential or proprietary information concerning the Company, Group and their subsidiaries and affiliates, and that Executive’s services have been of special, unique and extraordinary value to the Company. Executive agrees to not use or disclose any such confidential or proprietary information. Executive also acknowledges that the Company’s business, through (A) the location of its customers and facilities and (B) the area in which its services are offered, is international in scope and extends worldwide. Accordingly, and in further consideration of and as a condition to the compensation and benefits to be paid to Executive under Section 3 above, and ancillary to Executive’s agreement with respect to, and for the protection of the confidential or proprietary information, customer relationships, and goodwill of the Company, Group and their subsidiaries and affiliates, Executive agrees that, during the Severance Period (the “Restriction Non-Compete Period” (as hereinafter defined”), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if indirectly: (i) less own any interest in, manage, control, or in any other manner engage in, or take significant steps to engage in, any Competing Business (as defined on Annex 1 to this Agreement), provided nothing herein shall prohibit Executive from being a passive owner of not more than 10% two percent (2%) of the consolidated gross revenues outstanding stock of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less than five percent class of the stock of a publicly-corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation, or (ii) be employed by, consult with, or render services to any Competing Business, whether as an employee, consultant, contractor, advisor, member, director, or otherwise, in a role that is similar to any role Executive held corporation whose stock at any time while employed by the Company, that is traded on a national securities exchange executive or managerial in nature, or in an over-the-counter market)which Executive could reasonably be expected to use or disclose any of confidential or proprietary information of the Company, Group and/or any of their subsidiaries or affiliates.

Noncompetition. During the Employment Period, Term and following for a -------------- period of twenty-four (24) months after the date of termination of ▇▇. ▇▇▇▇▇▇▇'▇ employment hereunder, ▇▇. ▇▇▇▇▇▇▇ shall not within the Executive’s employment with the CompanyUnited States (i) directly or indirectly, Holdco and whether individually or as an employee, agent, manager, director, officer, stockholder, partner, investor, consultant, advisor or in any of their affiliates, during the “Restriction Period” other capacity whatsoever (as hereinafter definedcollectively "engaged"), the Executive shall not directly or indirectly own, manage, operate, control, be employed by, participate in or permit his name directly be connected in any manner whatsoever (collectively "participate") with the ownership, management, operation or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that iscontrol of, or intends to behave any financial interest in, engaged in any Person, business which is or venture in competition with any business the Business at the time of the Companytermination of ▇▇. ▇▇▇▇▇▇▇'▇ employment, Holdco (ii) recruit, solicit or otherwise seek to induce any individual employed by KMC or any of their respective subsidiaries its subsidiaries, affiliates or affiliates joint ventures in a managerial or higher position to terminate his or her employment with or to violate any geographic area in agreement, duty or responsibility with or to any of the foregoing, (iii) solicit from any Person with which KMC, any of its Subsidiaries, Affiliates or Joint Ventures, or any individual employed by any of the Companyforegoing, Holdco has a business relationship relating to the Business, any business relating to services similar to the services which are or were performed for such Person by KMC or its Subsidiaries, Affiliates or Joint Ventures during the Term or (iv) solicit, induce, influence or encourage any joint venture, customer, supplier or other Person having a business relationship with KMC or any of their respective subsidiaries its subsidiaries, affiliates or joint ventures to terminate, discontinue, reduce or materially diminish or change its relationship with KMC or any of its subsidiaries, affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)joint ventures; provided, however, -------- ------- that nothing in this Agreement shall prohibit ▇▇. ▇▇▇▇▇▇▇ from doing any of the foregoing will not prohibit the Executive from participating actions prohibited by this Section 3(a) through becoming engaged in or becoming associated participating with a person if private equity, buyout or other investment fund or vehicle (i"Investment Fund") less than 10% of the consolidated gross revenues of such personprovided, together with its affiliatesfurther, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not▇▇. ▇▇▇▇▇▇▇ may not divulge, -------- ------- directly or indirectly, participate inany information about the Business to any competitor of KMC, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether nor serve as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider officer or director of personal services, creditor, or owner (other than by ownership of less than five percent of any competitor in which the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in Investment Fund may have an over-the-counter market)interest.

Noncompetition. During the Employment Period, period commencing on the Effective Time and following termination ending on the 36-month anniversary of the Executive’s employment with the Company, Holdco and any of their affiliates, during Closing (the “Restriction Non-Competition Period” (as hereinafter defined”), the Executive shall not (other than in connection with any services to Company or Comet Private Company, or their respective affiliates, successors or assigns), without the prior written consent of Company, directly or indirectly indirectly: (a) engage, anywhere in the Restricted Territory (as defined below), in any business (including research and development), operations, activities and/or services that are reasonably related to the products and services of the Company or of Comet Private Company, in either case as such exist immediately prior to the Effective Time, including, without limitation, the use of DNA shuffling recombination technology or involving the discovery or development of protein pharmaceuticals targeting the following: ▇-▇▇▇, ▇▇▇▇-▇, ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇, or ICOS (“Competing Business Purpose”); (b) be or become an officer, director, stockholder, owner, affiliate, salesperson, co-owner, partner, trustee, promoter, technician, engineer, analyst, employee, agent, representative, supplier, contractor, consultant, advisor or manager of or to, or otherwise acquire or hold any interest in, or participate in or permit his name directly facilitate the financing, operation, management or indirectly to be used by or become associated with (including as an advisorcontrol of, representativeany firm, agent, promoter, independent contractor, provider of personal services or otherwise) any personpartnership, corporation, partnershipperson, firmentity or business that engages or participates in a Competing Business Purpose in the Restricted Territory; or (c) contact, association solicit or other enterprise or entity (communicate with Company’s customers in connection with a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)Competing Business Purpose; provided, however, that the foregoing will not prohibit the nothing in this Agreement shall prevent or restrict Executive from participating in or becoming associated with a person if any of the following: (i) owning as a passive investment less than 101% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business outstanding shares of the Company capital stock of a corporation (whether public or any of its subsidiaries or affiliates (private) that is engaged in a “Competitive Business”) Competing Business Purpose and Executive is not otherwise associated with such corporation; (ii) performing speaking engagements and receiving honoraria in connection with such engagements; (iii) being employed by any government agency, college, university or other non-profit research organization; (iv) owning a passive equity interest in a private debt or equity investment fund in which the Executive does not, directly not have the ability to control or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, exercise any Competitive Business that is conducted by managerial influence over such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as fund; (v) becoming an officeremployee, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent supplier, contractor, consultant, advisoradvisor or manager of or to an Entity that engages or participates in a Competing Business Purpose in the Restricted Territory, provider if such Entity has more than one distinct business units and Executive is not employed in or providing services to a business unit of personal servicessuch Entity that engages or participates in a Competing Business Purpose or, creditorif Executive serves on the Board of Directors of such Entity, he recuses himself from all discussion and decision-making with respect to the unit engaging in the Competing Business Purpose; or owner (other than vi) any activity consented to in writing by ownership of less than five percent of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter market)Company.

Noncompetition. During the Employment Period, Grantee hereby covenants and following termination of the Executiveagrees that during G▇▇▇▇▇▇’s employment with the CompanyCompany and its Affiliates and for a period of 18 months following the termination of that employment, Holdco and for any of their affiliatesreason, during the “Restriction Period” (as hereinafter defined), the Executive G▇▇▇▇▇▇ agrees that he or she shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interestdirectly, whether individually or as an a partner, shareholder, officer, director, employee, partnerindependent representative, sole proprietor, trustee, beneficiarybroker, agent, representativeconsultant or in any other capacity for any other individual, independent contractorpartnership, firm, corporation, company or other entity, engage in the following prohibited activities without prior written authorization from the Company: (i) Have any ownership interest in any Restricted Organization (as hereinafter defined); (ii) Work or provide services for any Restricted Organization; (iii) Employ or seek to employ or engage or seek to engage any person who has worked for or in conjunction with the Company or an Affiliate during the 12-month period preceding the termination of Grantee’s employment, specifically including any consultant, advisoremployee, provider or vendor used by the Company or an Affiliate; (iv) Solicit or induce any person currently employed by or otherwise associated with the Company or an Affiliate to terminate such employment or relationship; (v) Solicit or provide or offer to solicit or provide any Restricted Product or Service to any business account or customer of personal servicesthe Company or an Affiliate who was a business account or customer of the Company or an Affiliate during the 12-month period preceding termination of G▇▇▇▇▇▇’s employment or about whom Grantee obtained confidential information; (vi) Accept business from any business account or customer of the Company or an Affiliate who was a business account or customer of the Company or an Affiliate during the term of Grantee’s employment, creditorincluding, but not limited to, any business account or customer serviced or contacted by G▇▇▇▇▇▇, or owner (other than by ownership of less than five percent for whom Grantee had direct or indirect responsibility, on behalf of the stock Company or an Affiliate within the 12-month period preceding the termination of a publicly-held corporation whose stock is traded on a national securities exchange Grantee’s employment or in about whom Grantee obtained confidential information, when that business pertains to products or services which are competitive with or substantially similar to any Restricted Product or Service; or (vii) Otherwise attempt to interfere with the Company or an over-the-counter market)Affiliate’s business or its relationship with its business accounts, consultants, customers, employees or vendors.

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

Noncompetition. During As an inducement to Buyer to execute and deliver this Agreement and to consummate the Employment Periodtransactions contemplated hereby and to preserve the goodwill associated with the Business, for the period commencing on the Closing Date and following termination lasting three (3) years after the end of the Executive’s employment with the Company, Holdco and any of their affiliates, during Earn-Out Period (the “Restriction Non-Compete Period” (as hereinafter defined”), the Executive Sellers shall not, and the Sellers shall cause their respective Affiliates not to, directly or indirectly participate indirectly, without the express prior written approval of Buyer: (a) own or control, whether as shareholder, member, partner, director or otherwise, or manage, operate, be employed or compensated by, or consult with, whether as an officer, employee, consultant or otherwise, any Competitor of the Business as it is conducted as of the Closing Date, or to the Knowledge of the Companies, as planned or anticipated as of the Closing Date; (b) consult with, advise or assist in any way, whether or permit not for consideration, any Competitor of the Business as it is conducted as of the Closing Date, or, to the Knowledge of the Companies, as planned or anticipated as of the Closing Date, including advertising the products or services of any such Competitor, soliciting customers or loaning money or rendering any other form of financial assistance to any such Competitor; (c) hire any of S▇▇▇▇ ▇▇▇▇▇▇▇, D▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or B▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (d) solicit employment or engagement as an independent contractor to, any Person who is or was an employee, commissioned salesperson or consultant of, or who performed similar services for Buyer and/or any of its Affiliates, including the Companies, or assist any third party with respect to any of the foregoing, unless such Person has been separated from his name directly or indirectly to be used by her employment or become associated other relationship with Buyer and each of its Affiliates (including as an advisor, representative, agent, promoter, independent contractor, provider the Companies) for a period of personal services or otherwisetwelve (12) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with any business of the Company, Holdco or any of their respective subsidiaries or affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”)consecutive months; provided, however, that any general solicitation not specifically targeted to any Person who is or was an employee, commissioned salesperson or consultant of, or who performed similar services for the Buyer and/or any of its Affiliates, including the Companies, shall not be deemed a violation of this clause (d); (e) induce or attempt to persuade any current customer of or current provider to any Company to terminate or reduce its business relationship with such Company; (f) solicit, induce or encourage (including by making any negative or disparaging statements or communications regarding any Company, Buyer, their respective Affiliates, or their respective businesses) any client, customer, supplier, licensor or licensee or any other Person who is actually known by such Seller to have a business relationship with any Company, Buyer, their respective Affiliates, or their respective businesses, to terminate or modify any such relationship or to divert or attempt to divert any such Persons or accounts of such Company to himself, herself or itself or any other Person other than the Companies; (g) voluntarily publish or communicate anything disparaging about any of the Companies, Buyer, their respective Affiliates, or their respective officers or directors; provided, however, (i) that the foregoing will shall not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or affiliates (a “Competitive Business”) and (ii) the Executive does not, directly or indirectly, participate in, become associated with, or otherwise have responsibilities that relate to the conduct or operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person. For purposes of this Agreement, the term “participate” includes any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, trustee, beneficiary, agent, representative, independent contractor, consultant, advisor, provider of personal services, creditor, or owner (other than by ownership of less not more than five percent (5%) of the stock securities of a publicly-held any corporation whose stock or other entity that is traded listed on a national securities exchange or traded in an the national over-the-counter market; (ii) that following the end of the second (2nd) anniversary of the end of the Earn-Out Period, B▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be permitted to be employed by or compensated by, or consult, advise or assist in any way, with, whether as an employee, consultant or otherwise, and whether or not for compensation, any Person, regardless of the restrictions set forth in this Section 5.6; and (iii) that if D▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ or B▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ employment with S▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇, Inc. is terminated (A) by S▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇, Inc., as applicable, without Cause (as defined in the applicable Employment Agreement) or (B) by D▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or B▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as applicable, for Good Reason (as defined in the applicable Employment Agreement), the Non-Compete Period for D▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and B▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as applicable, shall terminate (x) three (3) years from the date of such termination or (y) in the case of the activities described in (ii) above for B▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, two (2) years from the date of such termination. The geographic scope of this covenant not to compete shall extend to the United States and any other country in which the Companies conduct the Business as of the Closing Date, or as the Companies, to the Knowledge of the Companies, plan or anticipate conducting the Business as of the Closing Date. Buyer may sell, assign, or otherwise transfer this covenant not to compete, in whole or in part, to any Person that purchases all or any material portion of the Business only if such Person expressly assumes in writing for the benefit of the Sellers all of the obligations of Buyer under Section 2.2(e) and Section 5.8. Recognizing the specialized nature of the Business, the Sellers acknowledge and agree that the duration, geographic scope and activity restrictions of this covenant not to compete are reasonable.