Common use of Noncompetition Clause in Contracts

Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during the term of his employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreement.

Noncompetition. Executive agrees as follows(a) The Company and its Affiliates mine, except extract, prepare, source, market, and sell coal (“Business Activity”) throughout the United States and internationally. The Company and its Affiliates invest significant resources in the event training and development of a termination pursuant its employees and in developing goodwill with its customers and vendors. As the Company’s Chief Financial Officer, the Executive will have access to Section 5.03Company and Affiliate proprietary confidential information and trade secrets. The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates, in the importance of the proprietary confidential information and trade secrets to which event this section is inapplicableExecutive will have access, and the position of responsibility which Executive will hold with the Company and accordingly agrees that: (ai) Executive agrees that during the term of his the Executive’s employment with and for a period of two (2) years after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not, except on behalf of the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or engage in any entity or person Business Activity which is under the control in competition with any line of the Executive) will directly or indirectly compete with the Company in any way in any business in which conducted by the Company or any of its Affiliates in the Restricted Territory, including, but not limited to, where such engagement is engaged in, and that he will not act as an officer, director, proprietor, employee, partner, investor, consultant, shareholderadvisor, lenderagent or sales representative, or agent of have any entity which is engaged ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that engages in any business of the same nature as, or Business Activity in competition with the businesses in which any line of business conducted by the Company is now engaged or any of its Affiliates in which the Company becomes engaged Restricted Territory. For this purpose, ownership of no more than 5% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision; (ii) during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive Executive’s employment and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve one (121) months following year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement for any reason(whichever is later), neither the Executive nor any of his Affiliateswill not, shallwithout the Company’s written consent, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, associationcompany, organization, corporation or other entity perform or solicit the performance of services related to any competing Business Activity for any Customer or Prospective Customer of the Company or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity):of its Affiliates; (iiii) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employmentthe Executive’s employment and for a period of one (1) year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not directly or indirectly solicit, encourage or take any other action intended to induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates; orand (iiiv) the Executive will not directly or indirectly assist or finance any person or entity others in engaging in any manner of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any way inconsistent with judicial proceeding, the intents court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and purposes agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this AgreementAgreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. Executive agrees as follows, except in that during the event Term of Employment and for a period of one (1) year following the termination pursuant to Section 5.03, in which event of this section is inapplicable:Agreement ("Covenant Period"): (a) Not to hire, directly or indirectly, or entice or participate in any efforts to entice to leave the Company's employ, any person who was an employee of the Company. (b) Not to directly or indirectly solicit, induce or influence any person, including without limitation any tenant or prospective tenant of any retail shopping center or other commercial real estate owned, directly or indirectly, in whole or in part, by the Company or its affiliates or with whom the Company or any of its affiliates has a direct or indirect business relationship (each, a "Restricted Party") anywhere within a geographical area in which the Company and the Executive, any affiliate of Executive, any entity which employs Executive agrees or any entity in which Executive owns a beneficial interest (an "Executive Affiliate") are then in competition ("Restricted Territory") to discontinue or reduce the extent of such Restricted Party's relationship with the Company or any of its affiliates in the Restricted Territory (including, without limitation, to terminate a lease before the stated expiration date, to reduce the amount of space demised pursuant to a lease, to fail to enter into a proposed lease or to fail to exercise any renewal or expansion in any then existing lease). (c) To hold in a fiduciary capacity for the benefit of the Company and its affiliates, and not directly or indirectly use or disclose any Trade Secret (as hereinafter defined), that the Executive may have acquired during the term of his employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with by the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, for so long as Executive such information remains a Trade Secret. In addition to the foregoing and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermorein limitation thereof, the Executive agrees that during the term period of employmenthis employment by the Company and the Covenant Period, he will not accept any board of director seat or officer role or undertake any planning hold in a fiduciary capacity for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives benefit of the Company for and its affiliates and shall not directly or indirectly use or disclose, any Confidential or Proprietary Information that the purpose Executive may have acquired (whether or not developed or compiled by the Executive and whether or not the Executive was authorized to have access to such information) during the term of, in the course of or as a result of his employment by the organization Company. "Trade Secret" means information including, but not limited to, technical or nontechnical data, a formula, a pattern, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of any such competitive business activity. (b) In order to protect actual or potential customers or suppliers which derives economic value, actual or potential from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and is the subject of reasonable efforts by the Company against the unauthorized use or the disclosure of any confidential information affiliate to maintain its secrecy. "Confidential or Proprietary Information" means any secret, Confidential or Proprietary Information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or affiliate not otherwise included in any other capacity): (i) engage or participate in any business, regardless the definition of where situated, which engages in direct market competition with such businesses being conducted Trade Secret. The term does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right of the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreementaffiliate.

Noncompetition. The Executive acknowledges and agrees that in the performance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers of the Company. The Executive also acknowledges that any Confidential Information gained by his during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that the Executive not compete with the Company during the Term and not compete with the Company for a reasonable period after the Term, as further provided in the following provisions. Accordingly, the Executive agrees that so long as follows, except in she is an employee of the event of a termination pursuant to Section 5.03, in which event this section is inapplicableCompany and for 12 months thereafter: (a) The Executive agrees that during will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity, other than the term of his employment with the Company or a Related Company, neither he nor engage in or assist any of his Affiliates (Executive’s Affiliates is defined as other person or entity to engage in any legal entity in business which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete competes with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Related Company is now engaged engaging or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any Related Company plans to engage or is actively evaluating engaging, during or at the time of his Affiliates the termination of the Executive’s engagement hereunder, anywhere in the United States or anywhere else in the world where the Company or any Related Company does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from purchasing being a passive owner of less than one percent (1%) of the outstanding stock or holding an aggregate equity interest any class of up to 10% in securities of any corporation or other entity which is publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity.privately held; and (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by The Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shallwill not, directly or indirectly, for itself individually or himself or on behalf of any other corporation, person, firm, partnership, associationas a consultant to, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholdermanager, investorstockholder, principalpartner, consultant member or other owner or participant in any other capacity): (i) engage business entity solicit or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by endeavor to entice away from the Company during or any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the term business relationship of employment; or (ii) assist the Company or finance any Related Company with, any person or entity in who is, or was within the one year period immediately prior to the termination of the Executive’s engagement hereunder, (i) employed by or a consultant to the Company or any manner Related Company or in any way inconsistent (ii) a customer or client of, supplier to or other party having material business relations with the intents and purposes of this AgreementCompany or any Related Company.

Noncompetition. Executive Employee covenants and agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicablethat: (a) Executive agrees that During Employee's employment and for any period following the termination of Employee's employment during the term of his employment with the Companyrespect to which Employee is receiving severance or separation payments, neither he nor any of his Affiliates Employee will not (Executive’s Affiliates is defined whether individually or as any legal entity in which Executive principal, partner, member, investor, director, officer, agent, employee, consultant or otherwise) directly or indirectly owns at least a 25% interest (except as an employee of Employer or any entity an affiliate of Employer) engage in, or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in be financially interested in, any business unit engaged in which the Company development, manufacture or its Affiliates is engaged sale of software or on-line services in support of the lottery industry. Each of the following activities, without limitation, shall be deemed to "engage in" a business: to engage in, and that he will not act carry on, work with, be employed by, consult for, invest in, solicit customers for, have an equity interest in, advise, lend money to, guarantee the debts or obligations of, contribute, sell or license intellectual property to, or permit one's name or any part thereof to be used in connection with, any enterprise or endeavor, either individually, in partnership or in conjunction with any person, firm, association, partnership, joint venture, limited liability company, corporation or other business, whether as an officerprincipal, agent, shareholder, partner, joint venturer, member, director, officer, employee, consultant, shareholderlicensor or in any other manner whatsoever. However, lendernothing contained in this Agreement shall prohibit Employee from (i) being employed by or serving as a consultant to Employer or any affiliate of Employer, (ii) acquiring or agent holding at any one time less than five percent (5%) of the outstanding securities of any entity which is engaged in any business publicly traded company, (iii) holding stock of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive Employer or any affiliate of his Affiliates from purchasing Employer, (iv) acquiring or holding an aggregate equity interest in a mutual fund, limited partnership, venture capital fund or similar investment entity of up which such party is not an employee, officer or general partner and with respect to 10% which such party has no power to make, participate in or directly influence investment decisions; (v) acquiring or holding an interest in any publicly traded business in competition with the Company, other private company so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity Employee's interest of more in such company is less than 10twenty percent (20%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will Employee is not combine an employee, officer, director or conspire with any other Executives general partner of the Company for the purpose of the organization of any such competitive business activityentity. (b) In order to protect If the Company against the unauthorized use or the disclosure scope of any confidential information restrictions contained in subparagraph (a) is too broad to permit enforcement of such restrictions to their full extent, then such restrictions shall be enforced to the Company presently known or hereinafter obtained maximum extent permitted by Executive during his employment under this Agreementlaw, Executive and Employee hereby consents and agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or such scope may be judicially modified accordingly in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with proceeding brought to enforce such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreementrestrictions.

Noncompetition. The Executive acknowledges and agrees that in the performance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers of the Company. The Executive also acknowledges that any Confidential Information gained by him during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that the Executive not compete with the Company during the Term and not compete with the Company for a reasonable period after the Term, as further provided in the following provisions. Accordingly, the Executive agrees that so long as follows, except in he is an employee of the event of a termination pursuant to Section 5.03, in which event this section is inapplicableCompany and for 12 months thereafter: (a) The Executive agrees that during will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity, other than the term of his employment with the Company or a Related Company, neither he nor engage in or assist any of his Affiliates (Executive’s Affiliates is defined as other person or entity to engage in any legal entity in business which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete competes with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Related Company is now engaged engaging or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any Related Company plans to engage or is actively evaluating engaging, during or at the time of his Affiliates the termination of the Executive’s engagement hereunder, anywhere in the United States or anywhere else in the world where the Company or any Related Company does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from purchasing being a passive owner of less than one percent (1%) of the outstanding stock or holding an aggregate equity interest any class of up to 10% in securities of any corporation or other entity which is publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity.privately held; and (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by The Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shallwill not, directly or indirectly, for itself individually or himself or on behalf of any other corporation, person, firm, partnership, associationas a consultant to, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholdermanager, investorstockholder, principalpartner, consultant member or other owner or participant in any other capacity): (i) engage business entity solicit or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by endeavor to entice away from the Company during or any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the term business relationship of employment; or (ii) assist the Company or finance any Related Company with, any person or entity in who is, or was within the one year period immediately prior to the termination of the Executive’s engagement hereunder, (i) employed by or a consultant to the Company or any manner Related Company or in any way inconsistent (ii) a customer or client of, supplier to or other party having material business relations with the intents and purposes of this AgreementCompany or any Related Company.

Noncompetition. Executive Director hereby agrees that, for three (3) years following the Effective Time, Director shall not Compete (as followsdefined herein) against Buyer, except SNB, or any of their Affiliated Companies in the event Restricted Area without the prior written consent of a termination pursuant Buyer’s Chief Executive Officer, which consent may be withheld at the sole discretion of Buyer’s Chief Executive Officer. For purposes of this Agreement, “Compete” means to Section 5.03engage or participate in Business Activities (or to prepare to engage or participate in Business Activities) on Director’s own behalf, in which event this section is inapplicable: or with, for or on behalf of (ai) Executive agrees that during the term of his employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act other financial institution as an officer, director, employeemanager, owner, partner, joint venture, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servantindependent contractor, employee, employeror shareholder of, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist any other Person, business, or finance any person or entity in any manner or in any way inconsistent with the intents and enterprise. For purposes of this Agreement, “Business Activities” shall be any business activities conducted by Buyer, Seller, SNB, or any of their Affiliated Companies, which consist of commercial or consumer loans and extensions of credit, letters of credit, commercial and consumer deposits and deposit accounts, securities repurchase agreements and sweep accounts, cash management services, money transfer and ▇▇▇▇ payment services, internet or electronic banking, automated teller machines, ▇▇▇ and retirement accounts, commercial or consumer mortgage loans, and commercial or consumer home equity lines of credit. For purposes of this Agreement, the “Restricted Area” means each and any county where the Buyer, SNB, Bank or any of their Affiliated Companies (i) operates a banking office at the Effective Time, or (ii) has operated a banking office within the preceding 12 months. Nothing in this Section 2(d) shall prohibit Director from acquiring or holding, for investment purposes only, less than five percent (5%) of the outstanding securities of any company or business organization which may compete directly or indirectly with Seller, Buyer, SNB, or any of their Affiliated Companies. Nothing in this Agreement shall prohibit a Director or any of such Director’s Affiliated Companies from continuing to hold outstanding securities of an entity that engages in Business Activities in excess of five percent (5%); provided that such securities were held by the Director or any of such Director’s Affiliated Company as of the date of this Agreement.

Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive Employee agrees that during the term of this Agreement and for nine (9) months after the Employment Termination Date (except that in the event of termination due to a Change of Control, as defined in subsection 4(a) hereof, this Section 10 shall not apply to Employee), Employee shall not (i) directly or indirectly solicit any person (natural or otherwise) to purchase or sell any multifamily or retail real estate or a mortgage loan financing such type of real estate if the person being solicited is or had been a purchaser from or seller to the Company of such type of property during the twelve (12) months prior to the Employment Termination Date or (ii) recruit or otherwise solicit or induce any person who is at the time an employee or consultant of the Company to terminate his employment with, or otherwise cease his relationship with, the Company, or hire any such employee or consultant who has left the employ of the Company within one year after termination of such employee's employment or consultant's relationship with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or Employee may recruit any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives former employee of the Company whose employment has been terminated by the Company and, provided further, that if Employee has terminated his employment of his own volition, this restriction upon recruiting employees or consultants shall run for two (2) years after the purpose of the organization of any such competitive business activityEmployment Termination Date. (b) In order During any period that Employee is entitled to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreementreceive and is paid severance compensation in accordance with Section 5 hereof, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as if Employee shall become an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, agent, partner or consultant or otherwise be engaged in or have a financial or other interest in any other capacity):business which competes with the Company, or its subsidiaries or affiliates or providers under contract of property management or administrative services, equipment or facilities (which activity by the Employee is not prohibited by this Agreement), any base salary received from such activities shall be set off against any severance pay which he is entitled to receive from the Company. Notwithstanding the foregoing, Employee may make personal investments in the equity securities of any publicly traded company provided that any such investment does not exceed one percent (1%) of the market capitalization of the class of securities of the company in which his investment is made. (ic) engage or participate The restrictions against activities set forth in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted Section 10(a) and (b) above are considered by the Company during parties to be reasonable for the term purposes of employment; or (ii) assist or finance protecting the business of the Company. If any person or entity in any manner restriction is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities or in any way inconsistent with too large a geographic area, that restriction shall be interpreted to extend only over the intents and purposes maximum period of this Agreementtime, range of activities or geographic area as to which it may be enforceable.

Noncompetition. Executive acknowledges and agrees as follows, except with the Company that in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during the term course of his employment with the Company and its Subsidiaries he shall become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries, that Executive's services to the Company and its Subsidiaries are unique in nature and of an extraordinary value to the Company, neither he nor and that the Company would be irreparably damaged if Executive were to provide similar services to any of his Affiliates (Executive’s Affiliates is defined as any legal person or entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete competing with the Company or any of its Subsidiaries or engaged in similar business. In consideration of and as an inducement to the Company's entering into this Agreement and issuing the Executive Securities hereunder, and in further consideration of Executive's compensation and severance payments under Executive's employment arrangement with the Company and its Subsidiaries, Executive accordingly covenants and agrees with the Company that during the Noncompete Period (as defined below), Executive shall not, directly or indirectly, either for himself or for any way other individual, corporation, partnership, joint venture or other entity, participate in any business or enterprise that engages or proposes to engage in any business conducted by the Company or any of its Subsidiaries (including, but not limited to, the sale or provision of local switched dialtone telecommunication services) in any geographical market in which the Company or any of its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, Subsidiaries conducts business (or agent of any entity which is engaged in any business of the same nature as, or in competition geographical market with the businesses in respect to which the Company is now engaged proposes in good faith to conduct business, as evidenced by an Approved Business Plan or in which a Board resolution authorizing the Company becomes engaged during the term to use its resources to investigate or otherwise pursue an opportunity in such market). For purposes of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for term "participate in" shall include, without limitation, having any reason, neither Executive nor direct or indirect interest in any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, associationjoint venture or other entity, whether as 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 an individuala director, officer, manager, supervisor, employee, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in otherwise), other than ownership of up to 2% of the outstanding stock of any other capacity): (i) engage or participate in any businessclass which is publicly traded. Executive agrees that this covenant is reasonable with respect to its duration, regardless of where situatedgeographical area, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreementscope.

Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Without limiting the Executive’s obligations to the Company pursuant to Sections 1 and 2 hereof, and only to the extent consistent with the provisions of such Sections, the Executive hereby covenants and agrees that during the term period of his the Executive’s employment with the CompanyCompany the Executive will not, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least indirectly, or as a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultantpartner, shareholder, lender, officer, director, trustee, employee, agent, consultant or agent member of any entity which is engaged person, firm or corporation, or otherwise, enter into the employ of, render or otherwise engage (i) in any business activities which are the same or similar to any of the same nature asbusiness activities of the Company, or (ii) in competition any consulting or advising regarding any activities of the Company or about any aspect of any existing or contemplated agreement with the businesses Company for any person or entity that is, or has been at any time in the prior twelve (12) months, a customer of the Company or a person or entity which has contacted, or been contacted by, the Company regarding any potential services which the Company might provide such person or entity. Subject to the Executive’s obligations to the Company pursuant to Sections 1 and 2 hereof, and only to the extent consistent with the provisions of such Sections, the foregoing limitations shall not be deemed to prohibit the Executive from acquiring as a passive investment not more than five percent (5%) of the capital stock of a competing business, which stock is traded on a national securities exchange or the over-the-counter market. (b) The Executive hereby covenants and agrees that during the period of Executive’s employment with the Company the Executive will not, directly or indirectly, or as a partner, shareholder, officer, director, trustee, employee, agent, consultant or member of any person, firm or corporation, or otherwise, solicit, by way of offering an employment or consulting opportunity or otherwise, employees of the Company. (c) The Executive hereby covenants and agrees that during the period of Executive’s employment with the Company and, in the case of termination of such employment by the Company for Cause, termination of such employment by the Executive other than for Good Reason or any other case of termination pursuant to which the Company is now engaged paying to the Executive the termination compensation (or other amounts) set forth in which Section 6.6.1, for one (1) year after the termination of such employment, the Executive will not, directly or indirectly, or as a partner, shareholder, officer, director, trustee, employee, agent, consultant or member of any person, firm or corporation, or otherwise: (i) solicit any customer of the Company; (ii) be employed by, or render consulting or advisory services to, any corporation, partnership or other entity if the Executive’s knowledge or expertise during the course of such employment or consulting or advisory services would be used to solicit customers of the Company; (iii) directly or indirectly attempt to induce any vendor, customer or supplier of or to the Company becomes engaged during to terminate such person’s relationship with the term Company; or (iv) hire, induce or seek to induce any employee of the Company or any of the Company’s subsidiaries to leave such employment; provided, however, that the restrictions in this Section clause (iv) shall not prohibit Executive apply to such hiring or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization inducement of any business activity competitive employee if the employee’s employment with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted has been terminated by the Company during the term of employment; or (ii) assist prior to such hiring or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreementinducement.

Noncompetition. 10.1 Until the Date of Termination, Executive agrees as followsnot to enter into competitive endeavors and not to undertake any commercial activity which is contrary to the best interests of the Corporation or its affiliates, including becoming an employee, owner (except for passive investments of not more than three percent of the outstanding shares of, or any other equity interest in, any company or entity listed or traded on a national securities exchange or in the event an over-the-counter securities market), officer, agent or director of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) any firm or person engaged in the operation of a business engaged in the acquisition of industrial businesses or (b) any firm or person which either directly competes with a line or lines of business of the Corporation accounting for ten percent (10%) or more of the Corporation's gross revenues or earnings before taxes or derives ten percent (10%) or more of such firm's or person's gross revenues or earnings before taxes from a line or lines of business which directly compete with the Corporation. Notwithstanding any provision of this Agreement to the contrary, Executive agrees that during his breach of the term provisions of his this Section 10.1 shall permit the Corporation to terminate Executive's employment for Cause in accordance with Section 5.1(b) hereof. 10.2 After the CompanyDate of Termination and for a period of time equal in years to the multiple of annual salary received by Executive pursuant to Sections 6.6(b) and 6.7(b) (the "Non-Competition Period"), neither he nor any Executive agrees not to become an employee, owner (except for passive investments of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest not more than three percent of the outstanding shares of, or any other equity interest in, any company or entity listed or traded on a national securities exchange or in an over-the-counter securities market), officer, agent or director of any firm or person which is under the control of the Executive) will directly or indirectly compete and substantially competes with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any a business of the same nature asCorporation accounting for ten percent (10%) or more of the Corporation's gross revenues or earnings before taxes. During the Non-Competition Period, or in competition with Executive will be available to answer questions and provide advice to the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employmentCorporation; provided, however, that such requirement shall not unreasonably interfere with any other of Executive's activities which Executive is then pursuing and which are not otherwise prohibited by this Section 10. Also, during the Non-Competition Period, Executive will retain in confidence any and all confidential information known to him concerning the Corporation and its business and shall not prohibit Executive use or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (disclose such information without the approval of the Board Corporation except to the extent such information becomes public or as may be required by law. 10.3 Executive acknowledges and agrees that damages for breach of Directors) the covenant not to compete in this Section 10 will be difficult to determine and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreementafford a full and adequate remedy, and therefore Executive agrees that for the Corporation, in addition to seeking actual damages pursuant to the procedures set forth in Section 13 below, may seek specific enforcement of the covenant not to compete in any court of competent jurisdiction, including, without limitation, by the issuance of a temporary or permanent injunction, without the necessity of a bond. Executive and the Corporation agree that the provisions of this covenant not to compete are reasonable. However, should any court or arbitrator determine that any provision of this covenant not to compete is unreasonable, either in period of twelve (12) months following the termination of this Agreement for any reasontime, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, associationgeographical area, or any other entity (whether as an individualotherwise, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant the parties agree that this covenant not to compete should be interpreted and enforced to the maximum extent which such court or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreementarbitrator deems reasonable.

Noncompetition. In further consideration of the compensation to be paid to the Executive hereunder (including during the Severance Period), the Executive acknowledges that in the course of his or her employment with the Company he or she shall become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its subsidiaries and affiliates and that his or her services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries and affiliates. Therefore, the Executive agrees that, from the date hereof until twelve (12) months after the termination of the Executive’s employment with the Company or any of its subsidiaries or affiliates (collectively the “Noncompete Period”), he or she shall not, directly or indirectly (whether for compensation or otherwise) own or hold any interest in, manage, operate or control, any business engaged in a Competing Business or otherwise compete with the businesses of the Company or its subsidiaries or affiliates, either as followsa general or limited partner, except proprietor, common or preferred shareholder, director, agent, trustee, affiliate or otherwise, or perform, on behalf of any Competing Business, any services that are substantially similar to the services that the Executive provided to the Company or its subsidiaries or affiliates during the Executive’s employment with the Company or its subsidiaries or affiliates. The Executive acknowledges that the Company’s and its subsidiaries’ and affiliates’ businesses are conducted nationally and agrees that the provisions in this Section 3 shall operate throughout the United States. Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the outstanding securities of any publicly traded company that constitutes a Competing Business, so long as the Executive has no active participation in the event business of a termination pursuant to Section 5.03, in such company. The term “Competing Business” means any current contracts or business opportunities which event this section is inapplicable: (a) the Executive agrees that was substantially engaged or about which the Executive gained substantial Confidential Information during the term of his Executive’s employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates that is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): either (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term period of employment; or the Executive’s employment with the Company and at the time the Executive’s employment ends, or (ii) assist pursued or finance proposed by the Company at any person or entity in any manner or in any way inconsistent time during the last twelve (12) months of the Executive’s employment with the intents and purposes of this AgreementCompany.

Noncompetition. a. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03expressly acknowledges that, in which event this section order to protect the Company, and persons and entities that do business with the Company, it is inapplicable: (a) an essential condition of his employment that Executive agrees that during the term Term of his employment with the Company, neither he nor any this Agreement and (unless this Agreement is terminated as a result of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly a Termination Without Cause or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity.Resignation For Good Reason): (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that i. for a period of twelve one (121) months following the termination of this Agreement for any reasonyear thereafter, neither Executive nor any of his Affiliates, shall, will not directly or indirectly, for itself or himself his own account or on behalf of any other corporation, person, firm, partnership, association, person or any other entity (whether as an individualemployee, consultant, manager, agent, servantbroker, employeestockholder, employer, officer, director, shareholderdirector or officer of a corporation, investor, principalowner, consultant lender, partner, joint venturer, or otherwise engage in any other capacity):business which is then directly engaged in the exploration, drilling or production of natural gas or oil, within any one (1) mile radius from any property in which the Company has an ownership, leasehold or participation interest at the date of such termination; ii. for a period of one (1) year thereafter (i) engage solicit, entice or participate induce any Customer (as defined below) of the Company to cease or limit its business with the Company (except if and to the extent directed to do so by the Chairman, Vice Chairman or Board of Directors of the Company), or to become a customer, supplier, vendor or client of any other person (including, without limitation, Executive, individually) or entity engaged in any business, regardless of where situated, which engages in direct market competition activity or business competitive with such businesses being conducted by the Company during if as a consequence thereof such party shall reduce the term of employment; or business it does with the Company or (ii) interfere with the relationship between the Company and any Customer, and Executive shall not cause, assist or finance facilitate any person or entity in taking any manner such prohibited actions; iii. for a period of one (1) year thereafter, solicit, attempt to solicit or entice away from the Company’s employment, any employee of the Company, or disrupt or interfere with, or attempt to disrupt or interfere with, the Company’s relationship with any such person, and Executive shall not cause, assist or facilitate any person or entity in taking any such prohibited action; iv. disparage the Company or any of its shareholders, directors, officers, employees or agents or take any actions that are harmful to the Company’s goodwill with its customers, employees or the public; and v. engage in any way inconsistent with act or practice the intents and purpose of which is to evade the provisions of this covenant not to compete or to commit any act which adversely affects the business of the Company. For purposes of this Agreement, a “Customer” of the Company shall mean any person or entity, who or which is, or was at any time within the prior one year period, a purchaser of goods or services from the Company, a landlord, sublandlord, licensor, licensee or supplier of (or prospective purchaser, landlord, sublandlord, licensor, licensee or supplier, provided the Company was in active discussions with such party prior to the termination of this Agreement), to or from the Company, as the case may be. b. It is understood by Executive that the covenants contained in this Paragraph 23 are essential elements of this Agreement and that, but for the agreement of Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement and would not pay Executive the agreed compensation for his services. Executive acknowledges that the provisions of this Paragraph 23 are reasonable and necessary for the protection of the Company and that enforcement of the provisions of this Paragraph 23 shall not result in an unreasonable deprivation of the right of Executive to earn a living. The existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. The covenants of Executive in this Paragraph 23 shall be construed as agreements independent of any provision in this Agreement. In the event a court of competent jurisdiction determines that the provisions of this Paragraph 23 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that Paragraph 23 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction.

Noncompetition. The Executive agrees as follows, except in acknowledges that the event Executive has and will continue to perform services of a termination pursuant unique nature for the Company that are irreplaceable, and that the Executive's performance of such services to Section 5.03a competing business will result in irreparable harm to the Company. Accordingly, in which event this section is inapplicable: (a) the Executive agrees that during the term of his employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shallnot, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for itself compensation) or himself render services to any of the following entities: ▇▇▇▇▇▇▇ Group Inc., PHI, Inc., CHC Helicopter, Milestone Aviation Group, Libra Group, Global Vectra Helicorp Ltd., RLC, LLC, VIH Aviation Group, and entities related to ▇▇ ▇▇▇▇▇▇▇▇, and any entity, affiliate or on behalf principal of any entity leasing helicopter aircraft to or buying helicopter aircraft from any of the Company's leasing clients or any of their affiliates, subsidiaries and/or related entities, including any other corporation, person, firm, partnershipcorporation or other entity, associationin whatever form, which following the date hereof is or any other entity subsequently becomes engaged in the business of providing helicopter aviation services (whether as an individualcollectively, agentthe “Prohibited Activities”) during the period from the date hereof until March 30, servant2014 (the “Restricted Period”). Notwithstanding the foregoing, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): nothing herein shall prohibit the Executive from being (i) engage a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in the Prohibited Activities, so long as the Executive has no active participation in the business of such corporation or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist employed by, or finance providing services to, a subsidiary, division or unit of any entity that engages in any such Prohibited Activities so long as the Executive does not provide any services to such portion of the entity's business that engages in such Prohibited Activities. It is further agreed that, and notwithstanding the foregoing, Executive is a licensed attorney at law and that none of the restrictions or Prohibited Activities referenced above shall be deemed to in any manner restrict Executive from performing legal services or legal consultation of any kind or nature for any person or entity in at any manner or in any way inconsistent time, including but not limited to those persons and entities specifically referred to herein as and to the extent required to comply with the intents and purposes applicable rules of this Agreementprofessional conduct for attorneys.

Noncompetition. Executive acknowledges and agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during the term of his employment with the Company, neither he nor 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 his Affiliates (Executive’s Affiliates is defined as any legal person or entity competing with the Company or engaged in which a similar business. Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete accordingly covenants and agrees with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business consideration of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees compensation provided herein that during the term period commencing with the date of employment, he will not accept any board this Agreement and ending on the second anniversary following the date of director seat or officer role or undertake any planning for the organization termination of any business activity competitive Executive's employment with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement"Noncompetition Period"), Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shallshall not, directly or indirectly, either for itself or himself or on behalf of herself or for any other individual, corporation, person, firm, partnership, associationjoint venture or other entity, participate in any business (including, without limitation, any division, group or franchise of a larger organization) which engages or which proposes to engage in the United States or Japan, in the promotion, development, sale, distribution or production of children's and teen apparel, shoes or accessories (such activities being referred to as the "Restricted Activities"). For purposes of this Agreement, the term "participate in" shall include, without limitation, having any direct or indirect interest in excess of 4.9% in any corporation, partnership, joint venture or other entity, whether as 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 an individuala director, officer, manager, supervisor, employee, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any businessotherwise); provided, regardless of where situated, which engages in direct market competition with such businesses being conducted that Executive may be employed by the Company during the term of employment; or (ii) assist or finance any person or entity which engages in Restricted Activities if (i) less than 25% of such person's or entity's revenues are generated from such Restricted Activities and (ii) Executive's responsibilities are clearly and specifically segregated from any manner such person's or entity's Restricted Activities, such that Executive in any no way inconsistent with participates in the intents and purposes of this AgreementRestricted Activities, including, without limitation, by providing management oversight, direction, merchandising, design or creative input relating to the Restricted Activities.

Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive Employee agrees that during the term of this Agreement and for one year after the Employment Termination Date, Employee shall not (i) directly or indirectly solicit any person (natural or otherwise) to purchase or sell any multifamily or retail real estate or a mortgage loan financing such type of real estate if the person being solicited is or had been a purchaser from or seller to the Company of such type of property during the twelve (12) months prior to the Employment Termination Date or (ii) recruit or otherwise solicit or induce any person who is at the time an employee or consultant of the Company to terminate his employment with, or otherwise cease his relationship with, the Company, or hire any such employee or consultant who has left the employ of the Company within one year after termination of such employee's employment or consultant's relationship with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or Employee may recruit any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives former employee of the Company whose employment has been terminated by the Company and, provided further, that if Employee has terminated his employment of his own volition, other than pursuant to Section 7 above, this restriction upon recruiting employees or consultants shall run for two (2) years after the purpose of the organization of any such competitive business activityEmployment Termination Date. (b) In order During any period that Employee is entitled to protect the Company against the unauthorized use receive and is paid severance compensation in accordance with Section 5 or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement7 hereof, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as if Employee shall become an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, agent, partner or consultant or otherwise be engaged in or have a financial or other interest in any other capacity):business which competes with the Company, or their respective subsidiaries or affiliates or providers under contract of property management or administrative services, equipment or facilities (which activity by the Employee is not prohibited by this Agreement), any base salary received from such activities shall be set off against any severance pay which he is entitled to receive from the Company. Notwithstanding the foregoing, Employee may make personal investments in the equity securities of any publicly traded company provided that any such investment does not exceed one percent (1%) of the market capitalization of the class of securities of the company in which his investment is made. (ic) engage or participate The restrictions against activities set forth in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted Section 12(a) and (b) above are considered by the Company during parties to be reasonable for the term purposes of employment; or (ii) assist or finance protecting the business of the Company. If any person or entity in any manner restriction is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities or in any way inconsistent with too large a geographic area, that restriction shall be interpreted to extend only over the intents and purposes maximum period of this Agreementtime, range of activities or geographic area as to which it may be enforceable.

Noncompetition. Executive agrees as follows, except in (i) During the event Employment Term and until the later of a (A) the second anniversary of the Company’s initial public offering (the “Post-Closing Restricted Period”) and (B) the second anniversary of Executive’s termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during the term of his employment with the CompanyCompany Group (such actual period of restriction whether such period ends upon or after the expiration of the Post-Closing Restricted Period, neither he nor any of his Affiliates (the “Restricted Period”), Executive will not, whether on Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself own behalf or on behalf of or in conjunction with any other corporation, person, firm, partnership, joint venture, association, corporation or business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company Group the business of any other entity then current or prospective client or customer with whom Executive (whether or Executive’s direct reports) had personal contact or dealings on behalf of the Company during the one-year period preceding Executive’s termination of employment. (ii) During the Restricted Period, Executive will not directly or indirectly: (A) engage in any business activities involving any lithium-based battery or storage system for any commercial use (a “Competing Business”), individually or through an entity, as an employee, director, officer, owner, investor, partner, member, consultant, contractor, agent, joint venture, or otherwise, in any geographical area where any member of the Company Group engages in its business; (B) acquire a financial interest in, or otherwise become actively involved with, any Competing Business, directly or indirectly, as an individual, agentpartner, servant, employee, employershareholder, officer, director, shareholder, investor, principal, consultant agent, trustee or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employmentconsultant; or (iiC) assist interfere with, or finance any person attempt to interfere with, business relationships (whether formed before, on or entity in any manner or in any way inconsistent with after the intents and purposes date of this Agreement) between the members of the Company Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of a Competing Business which is publicly traded on a national or regional stock exchange or on the over-the-counter-market if Executive does not, directly or indirectly, own 5% or more of any class of securities of such Person.

Noncompetition. (i) During the period ending on the second anniversary of the Employment Termination Date, Executive agrees shall not, directly or indirectly, in any capacity, engage or participate in, become employed by, serve as followsa director of, or render advisory or consulting or other services in connection with, any Competitive Business (as defined in Section 9(b)(iii)), except that nothing in this Section 9(b) shall restrict the event ability of Executive to serve as a director, member of a termination pursuant committee of the board of directors or non-executive chairman of the board of Enron Corporation ("Enron") or, if the Company provides Executive with its prior express written consent, which consent shall not be unreasonably withheld or delayed (the "Company Consent"), any entity that is spun off by Enron (an "Enron Spin-Off"), provided that (A) in so serving during such period, Executive shall recuse himself from the consideration of any matter relating to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during the term of his employment with the Company, neither he nor including, without limitation, the matters or transactions relating to a restructuring of Sithe Independence Power Partners, L.P. or otherwise relating to the Sithe Independence Power Project, and shall abide by Sections 9(a), 9(c) and 11, (B) this exception shall not apply to service by Executive to Enron or an Enron Spin-Off in any of his Affiliates (Executive’s Affiliates is defined other capacity, including, without limitation, as any legal entity in which Executive directly an officer or indirectly owns at least a 25% interest or any entity or person which is under the control executive chairman of the Executiveboard, (C) will directly if Executive becomes a director of Enron or indirectly compete non-executive chairman of the board of Enron or, with the Company Consent, an Enron Spin-Off, amounts equal, in the aggregate, to the amounts of all cash compensation earned by Executive for service to Enron or, with the Company Consent, an Enron Spin-Off in any way such capacity during such portion, if any, of the two-year period commencing on the Employment Termination Date during which Executive serves in any such capacity, reduced by all applicable federal and state taxes and all unreimbursed expenses incurred by Executive in the performance of his duties in any such capacity, shall be paid by Executive to the Company promptly after such amounts of cash compensation are paid to Executive by Enron or the Enron Spin-Off, (D) if Executive becomes a director of Enron or non-executive chairman of the board of Enron or, with the Company Consent, an Enron Spin-Off, all non-cash compensation earned by Executive for service to Enron or, with the Company Consent, an Enron Spin-Off in any such capacity during such portion, if any, of the two-year period commencing on the Employment Termination Date during which Executive serves in any such capacity shall be donated by Executive to one or more tax-exempt charities or charitable foundations of his choice promptly after such non-cash compensation is paid to Executive by Enron or the Enron Spin-Off and (E) at least five business days prior to serving during such period as a director or non-executive chairman of Enron or, with the Company Consent, an Enron Spin-Off, Executive shall give written notice to the Company of his intention to do so, and the Company shall have the right to deliver to Enron or the Enron Spin-Off, as the case may be, a copy of this Section 9. (ii) During the period ending on the second anniversary of the Employment Termination Date, Executive shall not at any time make any financial investment, whether in the form of equity or debt, or own any interest, directly or indirectly, in any Competitive Business. Nothing in this subsection shall, however, restrict Executive from making an investment in any Competitive Business if such investment does not (i) represent more than 1% of market value of the outstanding capital stock or debt (as applicable) of such Competitive Business and (ii) give Executive any right or ability, directly or indirectly, to control or influence the policy decisions of any Competitive Business. (iii) For purposes of this Agreement, "Competitive Business" means as of any date any Person (and any branch, office or operation thereof) which engages in, or proposes to engage in (i) the production, transmission, distribution, marketing or sale of electricity or (ii) any other business engaged in by the Company or its Affiliates prior to the Employment Termination Date which represents for calendar year 2000 or 2001, or is projected by the Company (as reflected in a business plan adopted by the Company or any Affiliate thereof before the Employment Termination Date) to yield during any year during the first three-fiscal year period commencing on or after the Employment Termination Date, more than 5% of the gross revenues of the Company, and which is located (i) anywhere in the United States, or (ii) anywhere outside of the United States where the Company or any Affiliate thereof is then engaged in, and that he will not act as an officeror proposes to engage in, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activityactivities. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreement.

Noncompetition. The Executive acknowledges and agrees that in the performance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers of the Company. The Executive also acknowledges that any Confidential Information gained by his during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that the Executive not compete with the Company during the Term and not compete with the Company for a reasonable period after the Term, as further provided in the following provisions. Accordingly, the Executive agrees that so long as follows, except in she is an employee of the event of a termination pursuant to Section 5.03, in which event this section is inapplicableCompany and for 24 months thereafter: (a) The Executive agrees that during will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity, other than the term of his employment with the Company, neither he nor Company or any of his Affiliates (Executive’s Affiliates is defined as its subsidiaries, engage in or assist any legal other person or entity to engage in any business which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete competes with the Company in any way in any business in which the Company or any of its Affiliates subsidiaries is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged engaging or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates its subsidiaries plans to engage or is actively evaluating engaging, during or at the time of the termination of the Executive’s engagement hereunder, anywhere in the United States or anywhere else in the world where the Company or any of its subsidiaries does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from purchasing being a passive owner of less than one percent (1%) of the outstanding stock or holding an aggregate equity interest any class of up to 10% in securities of any corporation or other entity which is publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity.privately held; and (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by The Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shallwill not, directly or indirectly, for itself individually or himself or on behalf of any other corporation, person, firm, partnership, associationas a consultant to, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholdermanager, investorstockholder, principalpartner, consultant member or other owner or participant in any other capacity): (i) engage business entity solicit or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by endeavor to entice away from the Company during or any of its subsidiaries, or offer employment or any consulting arrangement to, or otherwise materially interfere with the term business relationship of employment; or (ii) assist the Company or finance any of its subsidiaries with, any person or entity in who is, or was within the one year period immediately prior to the termination of the Executive’s engagement hereunder, (i) employed by or a consultant to the Company or any manner of its subsidiaries or in any way inconsistent (ii) a customer or client of, supplier to or other party having material business relations with the intents and purposes Company or any of this Agreementits subsidiaries.

Noncompetition. The Company considers and the Executive agrees as followsacknowledges that the following restraints, on which the Executive has had the opportunity to take independent legal advice, are necessary for the reasonable protection by the Company of its business or the business of the Affiliates, the clients thereof or their respective affairs. (a) The Executive shall not while he is employed by the Company or during the 6 month period after the Date of Termination, except in the event of a wrongful termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during the term of his employment with by the Company, neither he nor be employed by, serve as a consultant to, or otherwise in any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive capacity assist or directly or indirectly owns at least provide services to a 25% interest or any entity or person which is under Competitor (defined below) if the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged intrade secrets, and that he will not act as an officer, director, employee, consultant, shareholder, lenderconfidential information, or agent of any entity which is engaged in any business of the same nature asproprietary information (including, without limitation, confidential or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directorsproprietary methods) and Executive will not combine or conspire with any other Executives of the Company for and the purpose of Affiliates to which the organization of any Executive had access during his employment hereunder could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such competitive business activitysecrets or information. (b) In order to protect The Executive shall not while he is employed by the Company against or during the unauthorized use 12 month period after the Date of Termination, except in the event of a wrongful termination by the Company, solicit or attempt to solicit any person, company, firm or business who during the disclosure of any confidential information 12-month period prior to such solicitation or attempt by the Executive was a customer or supplier of the Company presently known or hereinafter obtained Affiliate and with whom the Executive had business dealings during such 12 month period, provided that the restriction in this paragraph (b) shall not apply to any activity on behalf of a business that is not a Competitor. (c) The Executive shall not while he is employed by Executive the Company or during his employment under this Agreement, Executive agrees that for a the 12 month period after the date of twelve (12) months following the termination of this Agreement for his employment, except in the event of a wrongful termination by the Company, solicit, entice, persuade or induce any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted individual who is employed by the Company or the Affiliates (or was so employed within 90 days prior to the Executive's action) and with whom the Executive had business dealings during the term 12 month period prior to the Executive's action to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or the Affiliates, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of employment; orany such actions by any other individual or entity. (iid) assist The Executive shall not directly or finance any person or entity indirectly own an equity interest in any manner Competitor (other than ownership of 1% or in less of the outstanding stock of any way inconsistent with the intents and purposes of this Agreementcorporation listed on a national stock exchange).

Noncompetition. Executive agrees as followsthat Executive will not, except in directly --------------- or indirectly, do any of the event of a termination pursuant to Section 5.03, in which event this section is inapplicablefollowing: (a) Executive agrees that during the term of his employment Competition with the Company, neither he nor any . For the longer of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly 36 months from the ---------------------------- date of this Agreement or indirectly owns at least a 25% interest or any entity or person which is under the control duration of the Term of Employment, and, if termination of Executive) will directly 's employment is for cause by the Company or indirectly by reason of Executive's resignation without good reason, for a period of eighteen months after such termination of Executive's employment ("the Noncompetition Period"), Executive agrees not to compete with the Company or any of its lessees, franchisees, management companies or affiliated partnerships as an officer, director, stockholder, partner, member, manager, associate, employee, owner, agent, investor, creditor, independent contractor, co-venturer, consultant or otherwise, or encourage, counsel, advise or financially assist or support his spouse or any other member of his immediate family that resides with him to be or become, or himself be or become interested in or associated with any way person, corporation, firm or business engaged in the operation of a hotel or motel within any state in which any Signature Inn or ▇▇▇▇▇▇▇ Inn in operation during the Noncompetition Period. Notwithstanding anything to the contrary in the foregoing, it is agreed that after the termination of his employment hereunder and during any remaining portion of the Noncompetition Period, he may acquire or develop a single hotel property and be involved in the ownership and/or operation of such single property if such property is not located within twenty (20) miles of any existing Signature Inn or ▇▇▇▇▇▇▇ Inn or any site, which at the time of the termination of such employment, is owned or under contract for acquisition by ▇▇▇▇▇▇▇ Inns, Inc. for the development of a Signature Inn or ▇▇▇▇▇▇▇ Inn (or other hotel property owned or operated by the Company or ▇▇▇▇▇▇▇ Inns, Inc.). Executive acknowledges that the restricted period of time and geographic region specified are reasonable in view of the nature of the business in which the Company or any of its Affiliates lessors, lessees, franchisees, management companies or affiliated partnerships is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent Executive's knowledge of the Company's operations. If the scope of any entity which stated restriction is engaged in any business too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted bylaw. Executive hereby agrees that regardless of the same nature asactual date employment commences, or in competition with this covenant is supported by consideration consisting of the businesses in which acquisition of Signature and its good will by ▇▇▇▇▇▇▇ Inns, Inc. pursuant to the Company is now engaged or in which Merger Agreement and the Company becomes engaged during the term continued employment of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with by the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest refusal to abide by this covenant constitutes just cause for termination of more than 10%. Furthermore, Executive agrees that during such employment and the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives obligation of the Company for the purpose of the organization of or ▇▇▇▇▇▇▇ Inns, Inc. to pay any such competitive business activitycompensation due to Executive hereunder, including any termination payment otherwise due hereunder. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreement.

Noncompetition. 6.1 Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive covenants and agrees that during the term Employment Period or so long as he is receiving Base Compensation pursuant to Section 5.6 of this Agreement and continuing for a twelve (12) month period thereafter if and only if Executive terminates his employment with either (i) after two (2) years pursuant to Section 1.2 of this Agreement or (ii) Executive elects not to extend this Agreement after the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control completion of the Executiveinitial four (4) year period (without regard to any extensions) as set forth under Section 1.2 of this Agreement, or (iii) Executive voluntarily resigns other than pursuant to Section 1.2 of this Agreement, he will not directly (as agent, employee, advisor, director, officer, stockholder, partner or indirectly individual proprietor, or as an investor who has made an advance, loan or contributions to capital), compete with the Company or with any wholly owned subsidiaries or affiliated companies, if any, in the Company's business. Notwithstanding the foregoing, the parties hereto acknowledge and agree that the prohibition on competing with the Company contemplated pursuant to this Section 6 shall not include the ownership of any way investment security listed on a national securities exchange or traded in the over-the-counter market provided Executive does not participate in the management of such entity. 6.2 Executive covenants and agrees that during the Employment Period or so long as he is receiving Base Compensation pursuant to Section 5.6 of this Agreement and continuing for a twelve (12) month period thereafter if and only if Executive terminates his employment either (i) after two (2) years pursuant to Section 1.2 of this Agreement or (ii) Executive elects not to extend this Agreement after the completion of the initial four (4) year period (without regard to any extensions) as set forth under Section 1.2 of this Agreement, he will not contact or solicit business in which that competes directly with the Company's business from persons who, at any time during the Employment Period, were customers of the Company or its Affiliates is engaged inwholly owned subsidiaries or affiliated companies, and that he will not act as an officer, director, employee, consultant, shareholder, lenderif any, or agent of induce such persons to do business with any entity which is engaged in any business of the same nature as, or in competition with the businesses in which person other than the Company is now engaged or in which the Company becomes engaged during the term of employment; providedits affiliated companies, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activityif any. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreement.

Noncompetition. Executive agrees as follows, except in During the event Employment Period and until the second anniversary of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during the term of his date Executive's employment with the Company, neither he nor any of his Affiliates Company terminates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore"Restricted Period"), Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectlyshall not, for itself or himself or on behalf of any other corporation, person, firm, partnership, associationcorporation, or any other entity (whether each a "Person"), engage, directly or indirectly, as an individualexecutive, agent, servantrepresentative, employeeconsultant, employerpartner, officer, director, shareholder, investor, principal, consultant shareholder or holder of any other financial interest in any other capacity): Person that owns or operates any business that competes with (i) engage the frozen vegetable, frozen fruit, frozen skillet meal or participate the fruit or pie filling lines of business of the Company or any subsidiary of the Company (including both branded and non-branded segments within each line of business) or (ii) any line of business (other than those currently engaged in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company or any of its subsidiaries) that accounts for 10% or more of the revenues or net operating cash flows of the Company and its subsidiaries any time during the term Employment Period (collectively, the "Business"). Nothing herein shall prohibit Executive (i) from being a passive owner of employment; or not more than 2% of the outstanding, publicly traded stock of any class of a corporation engaged in any of the activities described in the foregoing sentence, so long as Executive has no active participation in the business of such corporation, (ii) assist subsequent to the Employment Period, from being employed by, or finance otherwise having material association with, any person business that competes materially with the Company in the Business if his employment or entity association is with a separately managed and operated division or Affiliate of such business that does not compete with the Company in any manner or part of the Business and (iii) subsequent to the Employment Period, from serving on the board of directors of any business that is involved in the Business as an immaterial part of its overall business (i.e., less than 5% of its overall revenues), so long as Executive recuses himself fully and completely from all matters relating to any way inconsistent with part of the intents and purposes of Business. Executive acknowledges that this Agreement, and specifically, this Section 5, does not preclude Executive from earning a livelihood, nor does it unreasonably impose limitations on Executive's ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company of its non-enforcement outweighs any harm to Executive of its enforcement by injunction or otherwise.

Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive Employee agrees that during the term of this Agreement and for nine (9) months after the Employment Termination Date (except that in the event of termination due to a Change of Control, as defined in subsection 4(a) hereof, this Section 11 shall not apply to Employee), Employee shall not (i) directly or indirectly solicit any person (natural or otherwise) to purchase or sell any multifamily or retail real estate or a mortgage loan financing such type of real estate if the person being solicited is or had been a purchaser from or seller to the Company of such type of property during the twelve (12) months prior to the Employment Termination Date or (ii) recruit or otherwise solicit or induce any person who is at the time an employee or consultant of the Company to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or hire any such employee or consultant who has left the employ of the Company within one year after termination of such employee's employment or consultant's relationship with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or Employee may recruit any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives former employee of the Company whose employment has been terminated by the Company and, provided further, that if Employee has terminated her employment of her own volition, this restriction upon recruiting employees or consultants shall run for two (2) years after the purpose of the organization of any such competitive business activityEmployment Termination Date. (b) In order During any period that Employee is entitled to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreementreceive and is paid severance compensation in accordance with Section 5 hereof, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as if Employee shall become an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, agent, partner or consultant or otherwise be engaged in or have a financial or other interest in any other capacity):business which competes with the Company, or its subsidiaries or affiliates or providers under contract of property management or administrative services, equipment or facilities (which activity by the Employee is not prohibited by this Agreement), any base salary received from such activities shall be set off against any severance pay which she is entitled to receive from the Company. Notwithstanding the foregoing, Employee may make personal investments in the equity securities of any publicly traded company provided that any such investment does not exceed one percent (1%) of the market capitalization of the class of securities of the company in which her investment is made. (ic) engage or participate The restrictions against activities set forth in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted Section 11(a) and (b) above are considered by the Company during parties to be reasonable for the term purposes of employment; or (ii) assist or finance protecting the business of the Company. If any person or entity in any manner restriction is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities or in any way inconsistent with too large a geographic area, that restriction shall be interpreted to extend only over the intents and purposes maximum period of this Agreementtime, range of activities or geographic area as to which it may be enforceable.

Noncompetition. Executive agrees as follows, except in During the event Employment Period and until the second anniversary of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during the term of his date Executive’s employment with the Company, neither he nor any of his Affiliates Company terminates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore“Restricted Period”), Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectlyshall not, for itself or himself or on behalf of any other corporation, person, firm, partnership, associationcorporation, or any other entity (whether each a “Person”), engage, directly or indirectly, as an individualexecutive, agent, servantrepresentative, employeeconsultant, employerpartner, officer, director, shareholder, investor, principal, consultant shareholder or holder of any other financial interest in any other capacity): Person that owns or operates any business that competes with (i) engage the frozen vegetable, frozen fruit, frozen skillet meal or participate the fruit or pie filling lines of business of the Company or any subsidiary of the Company (including both branded and non-branded segments within each line of business) or (ii) any line of business (other than those currently engaged in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company or any of its subsidiaries) that accounts for 10% or more of the revenues or net operating cash flows of the Company and its subsidiaries any time during the term Employment Period (collectively, the “Business”). Nothing herein shall prohibit Executive (i) from being a passive owner of employment; or not more than 2% of the outstanding, publicly traded stock of any class of a corporation engaged in any of the activities described in the foregoing sentence, so long as Executive has no active participation in the business of such corporation, (ii) assist subsequent to the Employment Period, from being employed by, or finance otherwise having material association with, any person business that competes materially with the Company in the Business if his employment or entity association is with a separately managed and operated division or Affiliate of such business that does not compete with the Company in any manner or part of the Business and (iii) subsequent to the Employment Period, from serving on the board of directors of any business that is involved in the Business as an immaterial part of its overall business (i.e., less than 5% of its overall revenues), so long as Executive recuses himself fully and completely from all matters relating to any way inconsistent with part of the intents and purposes of Business. Executive acknowledges that this Agreement, and specifically, this Section 5, does not preclude Executive from earning a livelihood, nor does it unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company of its non-enforcement outweighs any harm to Executive of its enforcement by injunction or otherwise.

Noncompetition. Executive agrees as follows, except in During the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: period (athe “Restricted Period”) Executive agrees that during commencing on the term of his employment with Separation Date and ending on the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control second anniversary of the ExecutiveSeparation Date, the Executive shall not, (i) will directly or indirectly compete with within ten (10) miles of any location in which, as of the Separation Date, the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shallowns Assets, directly or indirectly, for itself own, manage, operate, control, or himself participate in the ownership, management, operation or on behalf control of any other corporationBusiness, personprovided that the Executive’s ownership of securities of two percent (2%) or less of any class of securities of a public company shall not, firmby itself, partnershipbe considered to be competition with the Company or any Affiliate; (ii) acquire, associationoffer to acquire, or agree to acquire, directly or indirectly, or through his affiliate, by purchase or otherwise, voting securities or direct or indirect right to acquire voting securities of the Company, that, together with any other Company securities then beneficially owned by Executive on the relevant date, or issuable upon Executive’s exercise of options or pursuant to the RSU Award Agreement, would result in the aggregate beneficial ownership of him, or of any entity that he directly or indirectly, owns, manages, operates, or controls, or in which Executive participates in the ownership, management, operation or control, to equal 5% or more of the Company’s voting securities; (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant iii) make or in any other capacity): (i) engage way participate, directly or participate indirectly, in any business“solicitation” of “proxies” to vote (as such terms are used in the rules and regulations of the Securities and Exchange Commission), regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance seek to advise or influence any person or entity in with respect to the voting of any manner voting securities of the Company; (iv) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving the Company or any of its securities or assets; or (v) form, join or in any way inconsistent participate in a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with any of the intents and foregoing actions. For purposes of this Separation Agreement, “Business” shall mean the ownership of oil and/or gas assets, and “Assets” means the Company’s oil and/or gas assets.

Noncompetition. Executive agrees as followsacknowledges that (i) Executive performs services of a unique nature for the Company that are irreplaceable, except and that Executive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive will have access to Confidential Information, which, if disclosed or utilized, would unfairly and inappropriately assist in competition against the Company or any of its subsidiaries, (iii) in the event course of Executive’s employment by a termination pursuant competitor, Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its Affiliates have substantial relationships with their customers and Executive will have access to Section 5.03these customers, (v) Executive will receive specialized training from the Company and its Affiliates, and (vi) Executive will help develop goodwill for the Company and its Affiliates in which event this section is inapplicable: the course of Executive’s employment. Accordingly, during the Employment Term and for one (a1) year thereafter, Executive agrees that during the term of his employment with the CompanyExecutive will not, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any entity person, firm, corporation or person which is under the control of the Executive) will directly or indirectly compete other entity, in whatever form, engaged in competition with the Company or any of its Affiliates or in any way other material business in which the Company or any of its Affiliates is engaged on the date of termination or in which they have actively planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business or plans to conduct business, including, but not limited to, all states of the United States in which the Company or its Affiliates is engaged in, and that he will not act conducting business or selling its products as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the date Executive’s employment terminates. Restricted competitive businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve paragraph 9(b) includes (121) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity engaged in any manner or in any way inconsistent a business that competes with the intents Company or any of its Affiliates operating in the industry in which Company is actively engaged at end of the Employment Term; (2) any person or entity that offers, sells, designs, manufactures, or provides any Competing Product and purposes competes with the business of this Agreement.Company or any of its Affiliates operating in the industry in which Company is actively engaged at the end of the Employment Term; and/or (3) any

Noncompetition. In further consideration of the compensation to be paid to Executive agrees as followshereunder, except Executive acknowledges that in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during the term course of his employment with the CompanyCompanies and their Subsidiaries he has become and shall become familiar with the Companies’ trade secrets and with other Confidential Information concerning the Companies and their Subsidiaries and that his services have been and shall be of special, neither he nor any unique and extraordinary value to the Companies and their Subsidiaries. Therefore, Executive agrees that, during the period of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive employment with the Companies and for 12 months thereafter (the “Noncompete Period”), he shall not, without prior written approval by the Board, directly or indirectly owns at least a 25% (whether for compensation or otherwise) own or hold any interest in, manage, operate, control, consult with, render services for, or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way manner participate in any business in which competes with the Company businesses of the Companies or its Affiliates is engaged inSubsidiaries conducted or proposed to be conducted during the CEO Employment Period or Post-CEO Employment Period (collectively, and that he will not act the “Business”), either as an a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, shareholdertrustee, lender, affiliate or agent of any entity which is engaged otherwise. Executive acknowledges that the Companies’ and their Subsidiaries’ businesses are planned to be conducted nationally and internationally and agrees that the provisions in any business this Section 3.3 shall operate in the market areas of the same nature as, or in competition with United States and outside the businesses United States in which the Company is now engaged Companies conduct or plan to conduct business on and prior to the CEO Termination Date or Post-CEO Termination Date, as applicable. Nothing in which the Company becomes engaged during the term of employment; provided, however, that this Section 3.3 shall not prohibit Executive or any from being a passive owner of his Affiliates from purchasing or holding an aggregate equity interest not more than 2% of up to 10% in the outstanding securities of any publicly traded business company engaged in competition with the CompanyBusiness, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest has no active participation in the business of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activitycompany. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreement.

Noncompetition. 11.1 Until the Date of Termination, Executive agrees as followsnot to enter into competitive endeavors and not to undertake any commercial activity which is contrary to the best interests of the Corporation or its affiliates, including becoming an employee, owner (except for passive investments of not more than three percent of the outstanding shares of, or any other equity interest in, any company or entity listed or traded on a national securities exchange or in the event an over-the-counter securities market), officer, agent or director of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) any firm or person engaged in the operation of a business engaged in the acquisition of industrial businesses or (b) any firm or person which either directly competes with a line or lines of business of the Corporation accounting for ten percent (10%) or more of the Corporation's gross revenues or earnings before taxes or derives ten percent (10%) or more of such firm's or person's gross revenues or earnings before taxes from a line or lines of business which directly compete with the Corporation. Notwithstanding any provision of this Agreement to the contrary, Executive agrees that during his breach of the term provisions of his this Section 11.1 shall permit the Corporation to terminate Executive's employment for Cause in accordance with Section 6.1(b) hereof. 11.2 After the CompanyDate of Termination and for a period of time equal in years to the multiple of annual salary received by Executive pursuant to Sections 7.6(b) and 7.7(b) (the "Non-Competition Period"), neither he nor any Executive agrees not to become an employee, owner (except for passive investments of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest not more than three percent of the outstanding shares of, or any other equity interest in, any company or entity listed or traded on a national securities exchange or in an over-the-counter securities market), officer, agent or director of any firm or person which is under the control of the Executive) will directly or indirectly compete and substantially competes with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any a business of the same nature asCorporation accounting for ten percent (10%) or more of the Corporation's gross revenues or earnings before taxes. During the Non-Competition Period, or in competition with Executive will be available to answer questions and provide advice to the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employmentCorporation; provided, however, that such requirement shall not unreasonably interfere with any other of Executive's activities which Executive is then pursuing and which are not otherwise prohibited by this Section 11. Also, during the Non- Competition Period, Executive will retain in confidence any and all confidential information known to him concerning the Corporation and its business and shall not prohibit Executive use or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (disclose such information without the approval of the Board Corporation except to the extent such information becomes public or as may be required by law. 11.3 Executive acknowledges and agrees that damages for breach of Directors) the covenant not to compete in this Section 11 will be difficult to determine and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreementafford a full and adequate remedy, and therefore Executive agrees that for the Corporation, in addition to seeking actual damages pursuant to the procedures set forth in Section 14 below, may seek specific enforcement of the covenant not to compete in any court of competent jurisdiction, including, without limitation, by the issuance of a temporary or permanent injunction, without the necessity of a bond. Executive and the Corporation agree that the provisions of this covenant not to compete are reasonable. However, should any court or arbitrator determine that any provision of this covenant not to compete is unreasonable, either in period of twelve (12) months following the termination of this Agreement for any reasontime, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, associationgeographical area, or any other entity (whether as an individualotherwise, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant the parties agree that this covenant not to compete should be interpreted and enforced to the maximum extent which such court or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreementarbitrator deems reasonable.

Noncompetition. Executive 8.1 Employee acknowledges and agrees that his training, work and experience with the Company and its affiliated companies will enhance his value to competitors, and that the nature of the Confidential Information to which Employee has access will make it difficult, if not impossible for Employee to work for any person or entity that competes with the business of the Company and its affiliated companies without disclosing or utilizing the Confidential Information to which Employee has access during the course of Employee’s employment or term as follows, except a director of the Company. Employee further acknowledges that the Company and its affiliated companies are principally engaged in the event business as described in Section 8.2 below and that the Company and its affiliated companies provide products and services to customers throughout the United States of a termination pursuant to Section 5.03, America and in which event this section is inapplicable: (a) Executive international markets. Employee further acknowledges and agrees that the Company’s agreement to provide Employee with access to its Confidential Information is ancillary to and contingent upon Employee’s agreement that Employee will not, unless authorized by the Board in writing, during the term of his employment by the Company and for a period of three years immediately following the Employee’s Separation Date (collectively, the “Noncompete Period”), directly or indirectly: (a) carry on, initiate or have any ownership interest in any business that services, manufactures or distributes products or services similar to those of the Company or its affiliated companies or that otherwise competes with the Company, neither he nor Company or its affiliated companies in any geographic area or market where the Company or any of his Affiliates (Executive’s Affiliates is defined its affiliated companies are conducting business as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the ExecutiveSeparation Date or have conducted business during the previous twelve (12) will directly months, provided that this Section 8.1(a) shall not apply to the ownership by Employee of less than 5% of the outstanding shares of a publicly-held entity that has shares listed for trading on a securities exchange registered with the SEC or indirectly compete through the automated quotation system of a registered securities association; (b) become employed by, derive benefit from or otherwise provide services for compensation (as a consultant, agent or otherwise) or divert the Company’s business to any person or entity that competes with the business of the Company in any way in any business in which geographic area or market where the Company or any of its Affiliates is engaged inaffiliated companies are conducting business as of the Separation Date or have conducted business during the previous twelve (12) months; or (c) contact, and that he will not act as an officer, director, employee, consultant, shareholder, lendersolicit, or agent divert, for the purpose of attempting to enter into a business relationship related to the manufacture, distribution or servicing of products or services manufactured, distributed, or provided by Company or its affiliated companies, successors or assigns, with any entity which customer with whom the Company has had a contractual or business relationship during the two-year period prior to the Separation Date. 8.2 The Company, together with its affiliated companies, is engaged in any an oil and gas services company with an integrated calcium chloride and brominated products manufacturing operation that supplies feedstocks to the energy markets, as well as other markets and the business of the same nature asCompany and it affiliated companies is conducted throughout the United States and in international markets and includes, without limitation, the following: (a) the manufacture and marketing of clear brine fluids, additives and other associated products and services (including without limitation filtration and wellbore cleanup services), for the oil and gas industry for use in well drilling, completion and workover operations, as well as the marketing of certain clear brine fluids and dry chemical products to a variety of domestic and international markets outside the energy industry; (b) providing services required for the abandonment of depleted oil and gas w▇▇▇▇ and the decommissioning of platforms, pipelines and other associated equipment and providing electric wireline, engineering, diving, workover, and drilling services; (c) producing oil and gas from properties acquired by the Company and its affiliated companies, including conducting development and exploitation operations on its oil and gas properties; and (d) providing production testing equipment, technology or services, wellhead compression equipment, technology or services, or equipment, technology or services required for the separation and recycling of oily residuals generated from petroleum refining operations. 8.3 Employee acknowledges and agrees that the scope of each of the agreements and promises contained in competition with this Section 8 are reasonable as to time, area and scope of activity restrained and are necessary to protect Company’s legitimate business interests. 8.4 Notwithstanding the businesses foregoing, Employee shall be permitted during the Noncompete Period to continue to own and manage his oil and gas interests, (none of which are located anywhere in which the Company is now engaged inland waters of or offshore in the Gulf of Mexico or in which the Company becomes engaged during the term of employmentEast Baton Rouge Parish, Louisiana) and invest in, acquire and/or manage additional oil and gas interests; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the CompanyEmployee may not, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, either directly or indirectly, for itself or himself or on behalf invest in, acquire and/or manage additional oil and gas interests at any time during the Employment Period without the prior approval of any other corporationthe Board; provided, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): that the foregoing limitation shall not apply to (i) engage interests in oil and gas properties located anywhere other than (A) in the inland waters of or participate offshore in any businessthe Gulf of Mexico or (B) in East Baton Rouge Parish, regardless of where situatedLouisiana, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or or (ii) assist or finance any person or the ownership by Employee of less than 5% of the outstanding shares of a publicly-held entity in any manner or in any way inconsistent that has shares listed for trading on a securities exchange registered with the intents and purposes SEC or through the automated quotation system of this Agreementa registered securities association.

Noncompetition. During the Restricted Period, Executive agrees shall not engage in any Competitive Activities 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 followsa principal, except agent, shareholder, investor, employer, partner, director, officer, employee, consultant, member, joint venturer, manager, lender, consultant, operator, or in the event any capacity whatsoever (other than as a customer) (including, without limitation, in any division, group or franchise of a termination pursuant to Section 5.03larger organization), in which event this section is inapplicable: (a) Executive agrees that during the term of his employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged inParent, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive Employer or any of his Affiliates from purchasing their respective Subsidiaries is engaged or holding an aggregate equity interest any other business for which Employer, Parent or any of up 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, (ii) any business engaged in the delivery of ancillary payment products and solutions, or (iii) any independent sales organizations (the “Business”), within the United States or any other jurisdiction in which Employer, Parent or any 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 10customers 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% in of the outstanding stock of any class-of a corporation that is publicly traded business in competition with the Companytraded, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest has no active participation in the business of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity and (whether y) Executive providing services as an individual, agent, servantofficer, employee, employerdirector or consultant of any financial institution so long as Executive’s services relate solely to a subsidiary, officer, director, shareholder, investor, principal, consultant division or other business unit of such financial institution that is not engaged in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity Business and Executive does not otherwise in any manner or engage in any way inconsistent Competitive Activities. As used herein, a “Bona Fide Interest” means a bona fide interest or expectancy relating to the acquisition of such business by Employer, Parent or any of their respective 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 interest 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 intents and purposes portion of this Agreementthe Restricted Period following the Employment Period, the bona fide interest or expectancy is measured as of the time immediately preceding the Separation).

Noncompetition. Executive agrees The Employee acknowledges that the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business may result in irreparable harm to the Company. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafter (the “Restricted Period”), the Employee shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as followsan employee, except consultant, manager, agent, broker, independent contractor, director, officer or otherwise, and whether or not for compensation) or render services to any Person or become a member of any business organization (including as a stockholder, member, investor, owner, lender, partner, joint venturer, licensor, licensee or distributor), in whatever form, engaged in the event of Current Business or that provides a termination pursuant to Section 5.03service in competition with any product or service being sold or under development, in which event this section is inapplicable: (a) Executive agrees that during the term period of his the Employee’s employment with the Company, neither he nor by the Company, any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest its subsidiaries or any entity Investment Vehicle; provided that such product or person which service is under or was known to the control Employee during his employment or at the time of the Executive) will directly or indirectly compete with termination of his employment. The “Current Business” shall mean the business that is described in the draft registration statement of the Company in regarding the proposed merger and any way in any business in which the Company or its Affiliates is engaged in, and additional businesses that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged are developed during the term of employment; providedthis Agreement. Notwithstanding the foregoing, however, that this Section nothing herein shall prohibit the Employee from being a passive owner of not prohibit Executive or any more than five percent (5%) of his Affiliates from purchasing or holding an aggregate the equity interest securities of up to 10% in any a publicly traded business company that is engaged in competition with the CompanyCurrent Business, so long as Executive and his Affiliates combined do the Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 9(b) shall not purchase be violated by the Employee commencing employment with a subsidiary, division or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization unit of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees entity that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with the Current Business so long as the Employee and such businesses being conducted by subsidiary, division or unit does not, and does not have plans to, engage in the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this AgreementCurrent Business.

Noncompetition. 7.1 Competitive Activity. Executive agrees as followsshall be deemed to have engaged in "Competitive Activity" if, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during the term period commencing on the date hereof and ending on the second anniversary of his the date Executive's employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company Investors or its Affiliates is engaged insubsidiaries terminates, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directorsi) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectlyExecutive, for itself or himself or on behalf of any other corporation, person, firm, partnership, associationcorporation, or any other entity (whether entity, engages, directly or indirectly, as an individualexecutive, agent, servantrepresentative, employeeconsultant, employerpartner, officershareholder or holder of any other financial interest, director, shareholder, investor, principal, consultant or in any other capacity): business that competes with Investors or its subsidiaries in the line of business Executive is employed in by Investors or its subsidiaries (as applicable), as such business is described in any employment or severance agreement then in effect between Executive and Investors or one of its subsidiaries or, if no such agreement is then in effect, as described on Schedule II attached hereto (a "Competing Business"), it being understood and agreed that Executive's activities shall not satisfy this clause (i) engage where Executive is employed by a person, firm, partnership, corporation, or participate other entity engaged in a variety of activities, including the Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without satisfying clause, (i) be a passive owner of not more than 2% of the outstanding publicly traded stock of any businessclass of a Competing Business so long as Executive has no active participation in the business of such entity, regardless of where situated, which engages in direct market competition with such businesses being conducted by except to the Company during the term of employmentextent permitted above; or or (ii) assist Executive (A) directly or finance indirectly through another entity, induces or attempts to induce any person employee of the Company or entity in any manner its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way inconsistent interfere with the intents relationship between the Company or any of its subsidiaries and purposes any employee thereof, (B) knowingly hires any person who was an employee of this Agreementthe Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (C) induces or attempts to induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (D) directly or indirectly acquires or attempt to acquire an interest in any business relating to the business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or its subsidiaries in the one-year period immediately preceding Executive's termination of employment with the Company.

Noncompetition. A. The Executive agrees as followsthat, except in accordance with his duties under this Agreement on behalf of the event of a termination pursuant to Section 5.03Company, in which event this section is inapplicable: (a) Executive agrees that he will not during the term of his this Agreement: Participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have any interest, directly or indirectly, in any enterprise which is engaged in the business of distributing, selling or otherwise trading in products or services which are competitive to any products or services distributed, sold or otherwise traded in by the Company or any of its subsidiaries during the term of the Executive's employment with the Company, neither he nor or which are competitive to any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly products or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete services being actively developed, with the Company in any way in any business in which bona fide intent to market same, by the Company or any of its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged subsidiaries during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition the Executive's employment with the Company; In addition, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following two years after the termination end of the term of this Agreement for any reason(unless the Company breaches this Agreement by failing to pay to the Executive all sums due him under the terms hereof, neither in which event the following provisions of this Section 15.A shall be inapplicable), the Executive nor any shall observe the covenants set forth in this Section 15 and shall not own, either directly or indirectly or through or in conjunction with one or more members of his Affiliatesor his spouse's family or through any trust or other contractual arrangement, shalla greater than five percent (5%) interest in, or otherwise control either directly or indirectly, for itself or himself or on behalf of any other partnership, corporation, personor other entity which distributes, firm, partnership, associationsells, or otherwise trades in products which are competitive to any other entity (whether as an individualproducts or services being developed, agentdistributed, servantsold, employee, employer, officer, director, shareholder, investor, principal, consultant or otherwise traded in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company or any of its subsidiaries, during the term of employment; or (ii) assist this Agreement, or finance being actively developed by the Company or any person or entity in any manner or in any way inconsistent of its subsidiaries during the term of this Agreement with the intents Company with a bona fide intent to market same. Executive further agrees, for such two year period following termination, to refrain from directly or indirectly soliciting Company's vendors, customers or employees, except that the Executive may solicit the Company's vendors or customers in connection with a business that does not compete with the Company or any of its subsidiaries. B. The Executive hereby agrees that damages and purposes any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this AgreementSection 15 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this section 15 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Noncompetition. The Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive hereby agrees that during the term of his her employment with the CompanyCompany and (unless this Agreement expires pursuant to Clause (v) of Section 7(a) hereof) during any Tail Period (as defined below), neither he nor if any, Executive shall not engage in or become associated with a Competitive Activity (as defined below). A “Competitive Activity” shall mean any business which designs, manufactures, licenses, sells or develops products based on or related to either lifestyle-based content aimed primarily at adult female audiences (e.g., Oprah Magazine, iVillage, Better Homes and Garden) or a national celebrity or designer (e.g., ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇) in a similar product line as offered or marketed by the Company during the Employment Term. By way of his Affiliates (Executive’s Affiliates is defined example, home goods, linens, furniture or carpet for a designer or lifestyle brand would be a Competitive Activity as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly date hereof, whereas fashion would not be a Competitive Activity unless or indirectly compete with until the Company pursues fashion products during the Employment Term. Executive shall be deemed to be “engaged in any way in any business in which the Company or its Affiliates associated with a Competitive Activity” if she is engaged inor becomes an owner, and that he will not act as an employee, officer, director, employeeindependent contractor, consultantagent, shareholderpartner, lenderadvisor, or agent of renders personal services in any entity which other capacity, with or for any individual, partnership, corporation or other organization (collectively, an “Enterprise”) that is engaged in any business of the same nature asa Competitive Activity, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section Executive shall not prohibit Executive or any be prohibited from (a) owning less than five percent of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% the stock in any publicly traded business Enterprise engaging in competition with the Companya Competitive Activity, or (b) being an employee, independent contractor or otherwise providing services to an Enterprise that is engaged in a Competitive Activity so long as Executive’s services relate to (x) an aspect or endeavor of such Enterprise that is distinct from, and unrelated to, and Executive has no influence or control over, such Enterprise’s pursuit of a Competitive Activity or (y) the overall operation or management of the Enterprise (or any portion thereof) provided that the Competitive Activity is not the primary component of such Enterprise (or portion thereof). “Tail Period” shall mean the period, if any, commencing on the Date of Termination and his Affiliates combined do not purchase ending on the 18-month anniversary of such date. If, at any time, the provisions of this paragraph shall be determined to be invalid or hold an aggregate equity interest unenforceable, by reason of more than 10%being vague or unreasonable as to area, duration or scope of activity, this paragraph shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter. Furthermore, The Executive agrees that during this paragraph as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. The Executive further agrees that the term remedies at law for any breach or threat of employmentbreach by her of this paragraph will be inadequate, he will not accept and that, in addition to any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with other remedy to which the Company (without the approval of the Board of Directors) and Executive will not combine may be entitled at law or conspire with any other Executives of in equity, the Company for will be entitled to seek a temporary or permanent injunction or injunctions or temporary restraining order or orders to prevent breaches thereof. The Executive’s agreement shall not be deemed to prohibit her from opposing such relief on the purpose basis of the organization a dispute of facts related to any such competitive business activityapplication. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreement.

Noncompetition. (a) The Executive agrees as followsthat, except in accordance with his duties under this Agreement on behalf of the event Company, as otherwise permitted by the CMA or with respect to any Permitted Activities (as defined in Section 13(c) below): (i) During the term of a termination pursuant to Section 5.03this Agreement, Executive will not participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have any interest, directly or indirectly, in any enterprise which event this section is inapplicable: (a) Executive agrees that engaged in a business competitive with the business of the Company or any of its subsidiaries conducted during the term of his the Executive’s employment with the Company, neither he nor any or which is being actively developed during the term of his Affiliates (the Executive’s Affiliates employment with the Company; and (ii) The Executive acknowledges that the nature of the Company’s business is defined as any legal entity such that if Executive were to become employed by, or substantially involved in, the business of a competitor of the Company during the twelve (12) months following termination of Executive’s employment with the Company, it would be very difficult for Executive not to rely on or use the Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information, Executive agrees and acknowledges that Executive’s right to receive the payments set forth in which Section 7 or 14 (to the extent Executive is otherwise entitled to such payments) shall be conditioned upon Executive not directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company engaging in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act (whether as an officer, director, employee, consultant, shareholderproprietor, lenderprincipal, partner, stockholder, corporate officer, director or agent of otherwise), nor having any entity which ownership interest in or participating in the financing, operation, management or control of, any person, firm, corporation or business that competes with the Company or is engaged in any business a customer or client of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employmentone year period following the Termination Date (“Competition”); provided, however, that this Section following his termination of employment with the Company, Executive shall be permitted to work for an entity in Competition with the Company whose primary business is not prohibit Executive providing products or any services competitive with the products or services of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do does not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees engage in a business that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive makes such entity in Competition with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activityCompany. (b) In order to protect Notwithstanding the Company against provisions of Section 13(a), Executive may, without violating this Section 13(a), own, as a passive investment, shares of capital stock of a publicly held-corporation that engages in Competition where the unauthorized use or the disclosure number of any confidential information shares of such corporation’s capital stock that are owned by Executive represent less than three percent (3%) of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period total number of twelve (12) months following the termination shares of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other such corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity):’s capital stock outstanding. (ic) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by For the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreement., “Permitted Activities” shall mean those activities described on Exhibit A.

Noncompetition. (a) The Company and its Affiliates mine, extract, prepare, source, market, and sell coal (“Business Activity”) throughout the United States and internationally. The Company and its Affiliates invest significant resources in the training and development of its employees and in developing goodwill with its customers and vendors. As the Company’s General Counsel, the Executive will have access to Company and Affiliate proprietary confidential information and trade secrets. The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates, the importance of the proprietary confidential information and trade secrets to which Executive will have access, and the position of responsibility which Executive will hold with the Company and accordingly agrees as followsthat, except as otherwise provided for in the event of a termination pursuant to Section 5.03, in which event this section is inapplicableArticle 7: (ai) Executive agrees that during the term of his the Executive’s employment with and for a period of two (2) years after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not, except on behalf of the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or engage in any entity or person Business Activity which is under the control in competition with any line of the Executive) will directly or indirectly compete with the Company in any way in any business in which conducted by the Company or any of its Affiliates in the Restricted Territory, including, but not limited to, where such engagement is engaged in, and that he will not act as an officer, director, proprietor, employee, partner, investor, consultant, shareholderadvisor, lenderagent or sales representative, or agent of have any entity which is engaged ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that engages in any business of the same nature as, or Business Activity in competition with the businesses in which any line of business conducted by the Company is now engaged or any of its Affiliates in which the Company becomes engaged Restricted Territory. For this purpose, ownership of no more than 5% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision; (ii) during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive Executive’s employment and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve one (121) months following year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement for any reason(whichever is later), neither the Executive nor any of his Affiliateswill not, shallwithout the Company’s written consent, directly or indirectly, for itself or himself herself or on behalf of any other corporation, person, firm, partnership, associationcompany, organization, corporation or other entity perform or solicit the performance of services related to any competing Business Activity for any Customer or Prospective Customer of the Company or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity):of its Affiliates; (iiii) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employmentthe Executive’s employment and for a period of one (1) year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not directly or indirectly solicit, encourage or take any other action intended to induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates; orand (iiiv) the Executive will not directly or indirectly assist or finance any person or entity others in engaging in any manner of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any way inconsistent judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (d) Notwithstanding any provision in this Agreement to the contrary, as it relates to the practice of law, the restrictive covenants included in this Article 7 and more specifically in Section 7.01(a) relating to non-competition and non-solicitation shall be interpreted to be consistent with the intents Pennsylvania rules of professional conduct (and purposes any other jurisdiction) and shall not restrict the Executive’s right to practice law. For the avoidance of doubt, this AgreementAgreement shall also be interpreted to be consistent with all applicable rules of professional conduct or rules of ethics under Pennsylvania law (and any other jurisdiction) and shall not expand the scope of the Executive’s duties to maintain privileged and confidential information under such rules.

Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive Employee agrees that during the term of this Agreement and for nine (9) months after the Employment Termination Date (except that in the event of termination due to a Change of Control, as defined in subsection 4(a) hereof, this Section 10 shall not apply to Employee), Employee shall not (i) directly or indirectly solicit any person (natural or otherwise) to develop, construct, purchase or sell any multifamily or retail real estate or a mortgage loan financing such type of real estate if the person being solicited is or had been a developer or contractor with, or purchaser from or seller to, the Company of such type of property during the twelve (12) months prior to the Employment Termination Date or (ii) recruit or otherwise solicit or induce any person who is at the time an employee or consultant of the Company to terminate his employment with, or otherwise cease his relationship with, the Company, or hire any such employee or consultant who has left the employ of the Company within one year after termination of such employee's employment or consultant's relationship with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or Employee may recruit any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives former employee of the Company whose employment has been terminated by the Company and, provided further, that if Employee has terminated his employment of his own volition, this restriction upon recruiting employees or consultants shall run for two (2) years after the purpose of the organization of any such competitive business activityEmployment Termination Date. (b) In order During any period that Employee is entitled to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreementreceive and is paid severance compensation in accordance with Section 5 hereof, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as if Employee shall become an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, agent, partner or consultant or otherwise be engaged in or have a financial or other interest in any other capacity):business which competes with the Company, or its subsidiaries or affiliates or providers under contract of development, construction, property management or administrative services, equipment or facilities (which activity by the Employee is not prohibited by this Agreement), any base salary received from such activities shall be set off against any severance pay which he is entitled to receive from the Company. Notwithstanding the foregoing, Employee may make personal investments in the equity securities of any publicly traded company provided that any such investment does not exceed one percent (1%) of the market capitalization of the class of securities of the company in which his investment is made. (ic) engage or participate The restrictions against activities set forth in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted Section 10(a) and (b) above are considered by the Company during parties to be reasonable for the term purposes of employment; or (ii) assist or finance protecting the business of the Company. If any person or entity in any manner restriction is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities or in any way inconsistent with too large a geographic area, that restriction shall be interpreted to extend only over the intents and purposes maximum period of this Agreementtime, range of activities or geographic area as to which it may be enforceable.

Noncompetition. Executive agrees Until two years after termination of Employee's employment hereunder, Employee will not (i) engage directly or indirectly, alone or as followsa shareholder, except in the event partner, officer, director, employee or consultant of a termination pursuant to Section 5.03any other business organization, in any business activities which event this section is inapplicable: relate to the acquisition and consolidation of medical practices which were either conducted by the Company at the time of Employee's termination or Proposed to be Conducted (aas defined herein) Executive agrees that during by the term Company at the time of his employment with such termination (the CompanyDesignated Industry), neither he nor (ii) divert to any competitor of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in the Designated Industry any way in customer of Employee, or (iii) solicit or encourage any business in which officer, employee, or consultant of the Company to leave its employ for employment by or its Affiliates is engaged in, and with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that he Employee's noncompetition obligations hereunder will not act preclude Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry, (ii) serving as an officer, director, employee, consultant, shareholder, lender, stockholder or agent employee of any an entity which is engaged in any the healthcare industry whose business operations are not competitive with those of the Company or (iii) notwithstanding the above, investing in or serving as an officer or employee of an entity that owns and operates outpatient surgery centers and that is not engaged in the business of the same nature asphysician practice management, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged provided that if during the term of this Agreement Employee is serving as an officer, director or employee of another entity, the amount of time spent by Employee in connection with such service taken together with the amount of consulting time spent by Employee in accordance with Section 11 shall not exceed 10% of his professional time or two (2) days per month. Proposed to be Conducted, as used herein, shall include those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the provisions of this Section 10 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; provided, however, and Employee agrees that this Section shall 10 as so amended will be valid and binding as though any invalid or unenforceable provision had not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activitybeen included herein. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreement.

Noncompetition. Executive agrees as follows(a) The Company and its Affiliates mine, except extract, prepare, source, market, and sell coal (“Business Activity”) throughout the United States and internationally. The Company and its Affiliates invest significant resources in the event training and development of a termination pursuant its employees and in developing goodwill with its customers and vendors. As the Company’s Principal Accounting Officer, the Executive will have access to Section 5.03Company and Affiliate proprietary confidential information and trade secrets. The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates, in the importance of the proprietary confidential information and trade secrets to which event this section is inapplicableExecutive will have access, and the position of responsibility which Executive will hold with the Company and accordingly agrees that: (ai) Executive agrees that during the term of his the Executive’s employment with and for a period of two (2) years after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not, except on behalf of the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or engage in any entity or person Business Activity which is under the control in competition with any line of the Executive) will directly or indirectly compete with the Company in any way in any business in which conducted by the Company or any of its Affiliates in the Restricted Territory, including, but not limited to, where such engagement is engaged in, and that he will not act as an officer, director, proprietor, employee, partner, investor, consultant, shareholderadvisor, lenderagent or sales representative, or agent of have any entity which is engaged ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that engages in any business of the same nature as, or Business Activity in competition with the businesses in which any line of business conducted by the Company is now engaged or any of its Affiliates in which the Company becomes engaged Restricted Territory. For this purpose, ownership of no more than 5% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision; (ii) during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive Executive’s employment and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve one (121) months following year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement for any reason(whichever is later), neither the Executive nor any of his Affiliateswill not, shallwithout the Company’s written consent, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, associationcompany, organization, corporation or other entity perform or solicit the performance of services related to any competing Business Activity for any Customer or Prospective Customer of the Company or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity):of its Affiliates; (iiii) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employmentthe Executive’s employment and for a period of one (1) year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not directly or indirectly solicit, encourage or take any other action intended to induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates; orand (iiiv) the Executive will not directly or indirectly assist or finance any person or entity others in engaging in any manner of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any way inconsistent with judicial proceeding, the intents court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and purposes agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this AgreementAgreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. The Executive agrees as follows, except in acknowledges that the event Executive has and will continue to perform services of a termination pursuant unique nature for the Company that are irreplaceable, and that the Executive's performance of such services to Section 5.03a competing business will result in irreparable harm to the Company. Accordingly, in which event this section is inapplicable: (a) the Executive agrees that during the term of his employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shallnot, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for itself compensation) or himself render services to any of the following entities: ▇▇▇▇▇▇▇ Group Inc., PHI, Inc., CHC Helicopter, Milestone Aviation Group, Libra Group, Global Vectra Helicorp Ltd., RLC, LLC, VIH Aviation Group, and entities related to ▇▇ ▇▇▇▇▇▇▇▇, and any entity, affiliate or on behalf principal of any entity leasing helicopter aircraft to or buying helicopter aircraft from any of the Company's leasing clients or any of their affiliates, subsidiaries and/or related entities, including any other corporation, person, firm, partnershipcorporation or other entity, associationin whatever form, which following the date hereof is or any other entity subsequently becomes engaged in the business of providing helicopter aviation services (whether as an individualcollectively, agentthe “Prohibited Activities”) during the period from the date hereof until March 30, servant2014 (the “Restricted Period”). Notwithstanding the foregoing, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): nothing herein shall prohibit the Executive from being (i) engage a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in the Prohibited Activities, so long as the Executive has no active participation in the business of such corporation or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist employed by, or finance providing services to, a subsidiary, division or unit of any person or entity that engages in any manner or such Prohibited Activities so long as the Executive does not provide any services to such portion of the entity's business that engages in any way inconsistent with the intents and purposes of this Agreementsuch Prohibited Activities.

Noncompetition. Executive Because Employee's services to the Company are special and because Employee has access to the Company's confidential information, Employee covenants and agrees as follows, except in that during the event Employment Period and until the later of (i) the end of the Term and (ii) the end of a one-year period following the termination pursuant to Section 5.03of Employee's employment with the Company for any reason, in Employee shall not, without the prior written consent of the Company (which event this section is inapplicableshall be authorized by approval of the Board of Directors of the Company, including the approval of a majority of the independent Directors of the Company), directly or indirectly: (a) Executive agrees that during the term of his employment with the Companyengage, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly participate or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged assist in, and that he will not act either individually or as an officerowner, directorpartner, employee, consultant, shareholderdirector, lenderofficer, trustee, or agent of any entity which is engaged in any business of the same nature as, that engages or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up attempts to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shallengage in, directly or indirectly, the acquisition, development, construction, operation, management, or leasing of any commercial real estate property (b) 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 (c) call upon, compete for, solicit, divert, or take away, or attempt to divert or take away any of the tenants or employees of the Company or its affiliates, either for itself or himself or on behalf of for any other business, operation, corporation, person, firm, partnership, association, agency, or other person or entity. This Paragraph 9 shall not be interpreted to prevent Employee from engaging in Minority Interest Passive Investments or any other entity activity permitted under Subparagraph 2(b). This Paragraph 9 shall survive the termination of this Agreement. Notwithstanding anything to the contrary herein, the noncompetition provision of this Paragraph 9 shall not apply if Employee's employment terminates after a Change of Control. For this purpose a "Change of Control" shall be deemed to occur if persons who, as of the effective date of the Company's IPO, constitute the Company's Board of Directors (whether the "Incumbent Directors") cease for any reason, including, without limitation, as an individuala result of a tender offer, agentproxy contest, servantmerger or similar transaction, employeeto constitute at least a majority of the Board, employer, officer, director, shareholder, investor, principal, consultant or in provided that any other capacity): (i) engage or participate in any business, regardless person becoming a director of where situated, which engages in direct market competition with such businesses being conducted by the Company during subsequent to such date whose election was approved by a vote of at least two-thirds of the term Incumbent Directors or whose nomination for election was approved by a nominating committee comprised of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and Incumbent Directors shall, for purposes of this Agreement, be considered an Incumbent Director.

Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during During the term of his employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least employment and for a 25% interest or any entity or person which is under period of two (2) years following the control last day of the Executive) will ’s employment, the Executive shall not directly or indirectly compete with the Company by engaging, in any way a competitive capacity, in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any the same or similar business of the same nature as, Company in one or in competition with the businesses more Metropolitan Statistical Areas (“MSAs”) in which the Company is now doing business on the last day of the Executive’s employment. A business will not be considered to be in competition with the Company for purposes of this paragraph 8.1(a) or paragraph 8.1(b) below if: (i) The business or the operating unit of the business in which the Executive is employed or with which the Executive is associated (collectively the “Business Unit”) is not engaged in the retail sales of consumer electronics; (ii) If sales of the Business Unit’s products or services in the retail sales and service of consumer electronics constitute less than ten percent (10%) of such Business Unit’s sales; or (iii) If the sales of the Business Unit in the retail sales and service of consumer electronics do constitute more than ten percent (10%) of the sales of the Business Unit, but there is no geographic overlap between such Business Unit’s and the Company’s business locations. Notwithstanding the foregoing, nothing herein shall be deemed to prevent or limit the right of the Executive to invest in the capital stock or other securities of any corporation whose stock or securities are regularly traded on any public exchange, nor shall anything herein contained be deemed to prevent Employee from investing in real estate for his own benefit (as long as such investment is not related to or in support of any entity engaged in the same or similar business as the Company in competition with the Company in one or more MSA’s in which the Company becomes engaged is doing business during the term of Executive’s employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity). (b) In order to protect During the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his Executive’s employment under this Agreement, Executive agrees that and for a period of twelve two (122) months years following the termination last day of this Agreement for any reasonthe Executive’s employment, neither the Executive nor any of his Affiliates, shall, shall not directly or indirectlyindirectly compete with the Company by engaging, for itself in a competitive capacity, in any business engaged in the same or himself similar business of the Company in one or more MSAs where, on behalf the last day of any other corporationthe Executive’s employment, personthe Company is engaged in real estate site selection or has taken further steps toward the commencement of operations in the future, firmof which the Executive is aware. (c) The Executive agrees that competition, partnershipas set forth in Article 8.1(a) above, associationshall include, or any other entity (whether but not be limited to, engaging in competitive activity, as an individual, as a partner, as a joint venturer with any other person or entity, or as an employee, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in representative of any other capacity):person or entity. (id) engage It is the specific intent of the parties that the Executive shall be restricted from competing directly or participate indirectly with any segment of the Company’s business in which the Executive engaged prior to the last day of his employment and from any businesssegment of the Company’s business about which the Executive acquired proprietary or confidential information during the course of his employment. (e) If any provision of this Article 8.1 relating to the time period, regardless geographic area or scope of where situatedrestricted activities shall be declared by a court of competent jurisdiction to exceed the maximum time period, which engages in direct market competition with geographic area or scope of activities, as applicable, that such businesses being conducted by court deems reasonable and enforceable, said time period, geographic area or scope of activities shall be deemed to be, and thereafter shall become, the maximum time period, scope of activities or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination. (f) The Executive and the Company during have examined in detail this Covenant Not to Compete and agree that the term restraint imposed upon the Executive is reasonable in light of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents legitimate interests of the Company, and purposes of this Agreementit is not unduly harsh upon the Executive’s ability to earn a livelihood.

Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive hereby agrees that for the duration of Executive’s employment with Nucor, and for a period of twenty-four (24) months thereafter (the “Restrictive Period”), Executive will NOT, within the Restricted Territory, do any of the following: (i) engage in, whether as an employee, consultant, or in any other capacity, any business activity (other than business activities engaged in for or on behalf of Nucor) (A) that is the same as, or is in direct competition with, any portion of the Business, and (B) in which Executive engaged in during the term course of his employment with Nucor (any such activities described in this Section 10(a)(i), “Competing Activities”); (ii) commence, establish or own (in whole or in part) any business that engages in any Competing Activities, whether (i) by establishing a sole proprietorship, (ii) as a partner of a partnership, (iii) as a member of a limited liability company, (iv) as a shareholder of a corporation (except to the Company, neither he nor extent Executive is the holder of not more than five percent (5%) of any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control class of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent outstanding stock of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, company listed on a national securities exchange so long as Executive and his Affiliates combined do does not purchase actively participate in the management or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activityentity) or (v) as the owner of any similar equity interest in any such entity; (iii) provide any public endorsement of, or otherwise lend Executive’s name for use by, any person or entity engaged in any Competing Activities; or (iv) engage in work that would inherently call on him in the fulfillment of his duties and responsibilities to reveal, rely upon, or otherwise use any Confidential Information or Secret Information. (b) In order to protect the Company against the unauthorized use or the disclosure For purposes of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity):: (i) engage or participate in any business, regardless The term “Restricted Territory” means Executive’s geographic area of where situated, responsibility at Nucor which engages in direct market competition with such businesses being conducted by Executive acknowledges extends to the Company during full scope of Nucor operations throughout the term world. “Restricted Territory” therefore consists of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreement.following alternatives reasonably necessary to protect Nucor’s legitimate business interests:

Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive The Employee agrees that during the term of his employment this agreement and for a period of one (1) year thereafter, the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board of Directors of the Company, neither he nor directly or indirectly: (a) solicit business from or perform services for, any persons, company or other entity which at any time during the Employee's employment by the Company is a client or customer of the Company if such business or services are of the same general character as those engaged in or performed by the Company; (b) solicit for employment or in any other fashion hire any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control employees of the ExecutiveCompany; (c) will directly own, manage, operate, finance, join, control or indirectly compete with participate in the Company in any way in any business in which the Company ownership, management, operation, financing or its Affiliates is engaged incontrol of, and that he will not act or be connected as an officer, director, employee, consultantpartner, shareholderprincipal, lenderagent, representative, consultant or otherwise with any business or enterprise engaged in the business of designing, developing, and implementing Internet web site applications and strategies, or agent of any entity which is other business engaged in by the Company for which Employee had primary responsibility, or any of its affiliates (collectively, the "Business") within a radius of 20 miles from Company's or any of Company's affiliates principal places of business (the "Restricted Area"); (d) use or permit his name to be used in connection with, any business or enterprise engaged in the Business within the Restricted Area; or (e) use the name of the same nature asCompany or any name similar thereto, but nothing in this clause shall be deemed, by implication, to authorize or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term permit use of employmentsuch name after expiration of such period; provided, however, that this Section provision shall not be-construed to prohibit Executive or the ownership by the Employee of not more than 3% of any class of the outstanding equity securities of any corporation which is engaged in any of his Affiliates from purchasing the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or holding an aggregate equity interest of up to 10% product limitations permitted by applicable law in any publicly traded business jurisdiction, then such provisions shall be deemed reformed in competition with such jurisdiction to the Companymaximum time, so long geographic, service or product limitations permitted by applicable law. Notwithstanding the foregoing, if employee is terminated other "than for cause" as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under defined in this Agreement, Executive agrees that for a period of twelve (12Employee's obligations pursuant to provision 8(c) months following the termination and 8(d) shall be terminated, but all other subdivisions of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or paragraph shall remain in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreementeffect.

Noncompetition. Executive The Employee acknowledges and agrees as follows, except that in the event performance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers of the Company. The Employee also acknowledges that any Confidential Information gained by him during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company. The Employee further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that the Employee not compete with the Company during the Term and not compete with the Company for a termination pursuant to Section 5.03reasonable period after the Term, as further provided in which event this section the following provisions. Accordingly, the Employee agrees that so long as he is inapplicablean employee of the Company and for 12 months thereafter: (a) Executive agrees that during The Employee will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity, other than the term of his employment with the Company or a Related Company, neither he nor engage in or assist any of his Affiliates (Executive’s Affiliates is defined as other person or entity to engage in any legal entity in business which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete competes with the Company in any way in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Related Company is now engaged engaging or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any Related Company plans to engage or is actively evaluating engaging, during or at the time of his Affiliates the termination of the Employee’s engagement hereunder, anywhere in the United States or anywhere else in the world where the Company or any Related Company does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Employee from purchasing being a passive owner of less than one percent (1%) of the outstanding stock or holding an aggregate equity interest any class of up to 10% in securities of any corporation or other entity which is publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity.privately held; and (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shallThe Employee will not, directly or indirectly, for itself individually or himself or on behalf of any other corporation, person, firm, partnership, associationas a consultant to, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholdermanager, investorstockholder, principalpartner, consultant member or other owner or participant in any other capacity): (i) engage business entity solicit or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by endeavor to entice away from the Company during or any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the term business relationship of employment; or (ii) assist the Company or finance any Related Company with, any person or entity in who is, or was within the one year period immediately prior to the termination of the Employee’s engagement hereunder, (i) employed by or a consultant to the Company or any manner Related Company or in any way inconsistent (ii) a customer or client of, supplier to or other party having material business relations with the intents and purposes of this AgreementCompany or any Related Company.

Noncompetition. The Executive agrees as followsacknowledges that he will have access at the highest level to, except and the opportunity to acquire knowledge of, the Company’s customer lists, customer needs, business plans, trade secrets and other confidential and proprietary information from which the Company may derive economic or competitive advantage, and that he is entering into the covenants and representations in this Article V in order to preserve the event goodwill and going concern value of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during the term of his employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which and to induce the Company to enter into this Agreement. The Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly agrees not to compete with the Company or its direct or indirect subsidiaries (a “Company Entity”) or to engage in any way in any business in which unfair competition with the Company during the Employment Term and for a period of one year after the end of the Employment Term. For purposes of this Agreement, the phrase “compete with the Company,” or its Affiliates is engaged inthe substantial equivalent thereof, and means, subject to the exceptions set forth below, that he will not act Executive, either alone or as an officera partner, member, director, employee, consultant, shareholder, lender, shareholder or agent of any entity which is engaged in any business of the same nature asother business, or in competition with any other individual or representative capacity, directly or indirectly owns, manages, operates, controls, or participates in the businesses in which ownership, management, operation or control of, or works for or provides consulting services to, or permits the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any use of his Affiliates from purchasing name by or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Companylends money to, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business or activity which is or which becomes, at the time of the acts or conduct in question, directly or indirectly competitive with the Company (without the approval development, financing and/or marketing of the Board of Directors) and Executive will not combine products, proposed products or conspire with any other Executives of the Company for the purpose of the organization services of any such competitive business activity. (b) In order to protect Company Entity. During the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that Employment Term and for a period of twelve (12) months following one year after the termination end of this Agreement for the Employment Term, Executive shall not directly or indirectly acquire any reasonstock or interest in any corporation, neither Executive nor any of his Affiliatespartnership, shallor other business entity that competes, directly or indirectly, for itself with the business of a Company Entity without obtaining the prior written consent of the Company. Notwithstanding the foregoing, this Section 5.1 shall not apply to the ownership or himself acquisition of stock or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or interest representing less than a 5% beneficial interest in any other capacity): a corporation that is obligated to file reports with the Securities and Exchange Commission pursuant to the Exchange Act. The covenants and restrictions against competition contained in this Section 5.1 (i) engage or participate in any businessshall only apply to software products and related technologies and services developed, regardless of where situateddesigned, which engages in direct market competition with such businesses being conducted by manufactured, provided and/or sold for the Company during the term of employment; or hospitality and manufacturing software markets and (ii) assist shall not, for the avoidance of doubt, restrict the Executive from, directly or finance indirectly owning, managing, operating, controlling, or participating in the ownership, management, operation or control of, or working for or providing consulting services to, or permitting the use of his name by or lending money to businesses engaged in or activities related to developing, marketing, selling, licensing or servicing software and related technologies for supply chain management, and (iii) shall not apply to the extent that the Company is in default in the payment of any person or entity in any manner or in any way inconsistent with obligation owed to the intents and purposes of this AgreementExecutive.

Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive The Employee agrees that during the term of his employment this agreement and for a period of one (1) year thereafter, the Employee shall not, unless acting pursuant hereto or with the prior written consent of the Board of Directors of the Company, neither he nor directly or indirectly: (a) solicit business from or perform services for, any persons, company or other entity which at any time during the Employee's employment by the Company is a client or customer of the Company if such business or services are of the same general character as those engaged in or performed by the Company; (b) solicit for employment or in any other fashion hire any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control employees of the ExecutiveCompany; (c) will directly own, manage, operate, finance, join, control or indirectly compete with participate in the Company in any way in any business in which the Company ownership, management, operation, financing or its Affiliates is engaged incontrol of, and that he will not act or be connected as an officer, director, employee, consultantpartner, shareholderprincipal, lenderagent, representative, consultant or otherwise with any business or enterprise engaged in the business of designing, developing, and implementing Internet web site applications and strategies, or agent of any entity which is other business engaged in by the Company for which Employee had primary responsibility, or any of its affiliates (collectively, the "Business") within a radius of 20 miles from Company's or any of Company's affiliates principal places of business (the "Restricted Area"); (d) use or permit his name to be used in connection with, any business or enterprise engaged in the Business within the Restricted Area; or (e) use the name of the same nature asCompany or any name similar thereto, but nothing in this clause shall be deemed, by implication, to authorize or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term permit use of employmentsuch name after expiration of such period; provided, however, that this Section provision shall not be-construed to prohibit Executive or the ownership by the Employee of not more than 3% of any class of the outstanding equity securities of any corporation which is engaged in any of his Affiliates from purchasing the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or holding an aggregate equity interest of up to 10% product limitations permitted by applicable law in any publicly traded business jurisdiction, then such provisions shall be deemed reformed in competition with such jurisdiction to the Companymaximum time, so long as Executive and his Affiliates combined do not purchase geographic, service or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activityproduct limitations permitted by applicable law. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreement.

Noncompetition. Executive agrees Until two years after termination of Employee's employment hereunder, Employee will not (i) engage directly or indirectly, alone or as followsa shareholder, except in the event partner, officer, director, employee or consultant of a termination pursuant to Section 5.03any other business organization, in any business activities which event this section is inapplicable: relate to the acquisition and consolidation of medical practices which were either conducted by the Company at the time of Employee's termination or Proposed to be Conducted (aas defined herein) Executive agrees that during by the term Company at the time of his employment with such termination (the CompanyDesignated Industry), neither he nor (ii) divert to any competitor of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in the Designated Industry any way in customer of Employee, or (iii) solicit or encourage any business in which officer, employee, or consultant of the Company to leave its employ for employment by or its Affiliates is engaged in, and with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that he Employee's noncompetition obligations hereunder will not act preclude Employee from (i) owning less than 5% of the common stock of any publicly traded corporation conducting business activities in the Designated Industry or (ii) serving as an officer, director, employee, consultant, shareholder, lender, stockholder or agent employee of any an entity which is engaged in any the healthcare industry whose business operations are not competitive with those of the same nature asCompany, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged provided that if during the term of this Agreement Employee is serving as an officer, director or employee of another entity, the amount of time spent by Employee in connection with such service taken together with the amount of consulting time spent by Employee in accordance with Section 11 shall not exceed 10% of his professional time or two (2) days per month. _Proposed to be Conducted_, as used herein, shall include those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the provisions of this Section 10 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10 will be considered divisible and will become and be immediately amended to only such area, duration and scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; provided, however, and Employee agrees that this Section shall 10 as so amended will be valid and binding as though any invalid or unenforceable provision had not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activitybeen included herein. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreement.

Noncompetition. Executive agrees as follows(a) The Company and its Affiliates mine, except extract, prepare, source, market, and sell coal (“Business Activity”) throughout the United States and internationally. The Company and its Affiliates invest significant resources in the event training and development of a termination pursuant its employees and in developing goodwill with its customers and vendors. As the Company’s Chief Executive Officer and President, the Executive will have access to Section 5.03Company and Affiliate proprietary confidential information and trade secrets. The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates, in the importance of the proprietary confidential information and trade secrets to which event this section is inapplicableExecutive will have access, and the position of responsibility which Executive will hold with the Company and accordingly agrees that: (ai) Executive agrees that during the term of his the Executive’s employment with and for a period of two (2) years after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not, except on behalf of the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or engage in any entity or person Business Activity which is under the control in competition with any line of the Executive) will directly or indirectly compete with the Company in any way in any business in which conducted by the Company or any of its Affiliates in the Restricted Territory, including, but not limited to, where such engagement is engaged in, and that he will not act as an officer, director, proprietor, employee, partner, investor, consultant, shareholderadvisor, lenderagent or sales representative, or agent of have any entity which is engaged ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that engages in any business of the same nature as, or Business Activity in competition with the businesses in which any line of business conducted by the Company is now engaged or any of its Affiliates in which the Company becomes engaged Restricted Territory. For this purpose, ownership of no more than 5% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision; (ii) during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive Executive’s employment and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve one (121) months following year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement for any reason(whichever is later), neither the Executive nor any of his Affiliateswill not, shallwithout the Company’s written consent, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, associationcompany, organization, corporation or other entity perform or solicit the performance of services related to any competing Business Activity for any Customer or Prospective Customer of the Company or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity):of its Affiliates; (iiii) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employmentthe Executive’s employment and for a period of one (1) year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not directly or indirectly solicit, encourage or take any other action intended to induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates; orand (iiiv) the Executive will not directly or indirectly assist or finance any person or entity others in engaging in any manner of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any way inconsistent with judicial proceeding, the intents court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and purposes agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this AgreementAgreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. Executive agrees as follows(a) The Company and its Affiliates mine, except extract, prepare, source, market, and sell coal (“Business Activity”) throughout the United States and internationally. The Company and its Affiliates invest significant resources in the event training and development of a termination pursuant its employees and in developing goodwill with its customers and vendors. As the Company’s Chief Commercial Officer, the Executive will have access to Section 5.03Company and Affiliate proprietary confidential information and trade secrets. The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates, in the importance of the proprietary confidential information and trade secrets to which event this section is inapplicableExecutive will have access, and the position of responsibility which Executive will hold with the Company and accordingly agrees that: (ai) Executive agrees that during the term of his the Executive’s employment with and for a period of two (2) years after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not, except on behalf of the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or engage in any entity or person Business Activity which is under the control in competition with any line of the Executive) will directly or indirectly compete with the Company in any way in any business in which conducted by the Company or any of its Affiliates in the Restricted Territory, including, but not limited to, where such engagement is engaged in, and that he will not act as an officer, director, proprietor, employee, partner, investor, consultant, shareholderadvisor, lenderagent or sales representative, or agent of have any entity which is engaged ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that engages in any business of the same nature as, or Business Activity in competition with the businesses in which any line of business conducted by the Company is now engaged or any of its Affiliates in which the Company becomes engaged Restricted Territory. For this purpose, ownership of no more than 5% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision; (ii) during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive Executive’s employment and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve one (121) months following year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement for any reason(whichever is later), neither the Executive nor any of his Affiliateswill not, shallwithout the Company’s written consent, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, associationcompany, organization, corporation or other entity perform or solicit the performance of services related to any competing Business Activity for any Customer or Prospective Customer of the Company or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity):of its Affiliates; (iiii) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employmentthe Executive’s employment and for a period of one (1) year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not directly or indirectly solicit, encourage or take any other action intended to induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates; orand (iiiv) the Executive will not directly or indirectly assist or finance any person or entity others in engaging in any manner of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any way inconsistent with judicial proceeding, the intents court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and purposes agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this AgreementAgreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Noncompetition. To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and in consideration for the stock option grants and other consideration promised by the Company under this Agreement, during the Executive's employment with the Company and for a period of 12 months thereafter regardless of the reason for termination of employment, the Executive agrees will not, directly or indirectly, as followsan owner, except director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is in the event business of primarily promoting, producing, and presenting live diversified entertainment events of a termination character presented by the Entertainment Businesses during the Executive's employment by the Company in any location in which the Company, or any subsidiary or affiliate of the Company, operates or has specific plans to operate that are known to the Executive during the Executive's employment with the Company, including any area within a 50-mile radius of any such location. The foregoing shall not prohibit the Executive from owning up to 5.0% of the outstanding securities or other interests in any partnership, trust, corporation, or other entity provided such ownership is passive or, after the Executive's employment with the Company has terminated, from being employed in the entertainment industry provided such employment is not primarily related to the promotion, production and presentation live diversified entertainment events of a character presented by the Entertainment Businesses during the Executive's employment by the Company. Notwithstanding the foregoing, after the Executive's employment with the Company has terminated, upon receiving written permission by the Board, the Executive shall be permitted to engage in such competing activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Board in good faith to be immaterial to the operations of the Company, or any subsidiary or affiliate of the Company, in the location in question. To further preserve the rights of the Company pursuant to Section 5.03the nondisclosure covenant discussed above, and in which event consideration for the stock option grants and other consideration promised by the Company under this section is inapplicable: (a) Executive agrees that Agreement, during the term of the Executive's employment with the Company and for a period of 12 months thereafter, regardless of the reason for termination of employment unless such termination is by the Executive for Good Reason, the Executive will not, directly or indirectly, either for himself or for any other business, operation, corporation, partnership, association, agency, or other person or entity, call upon, compete for, solicit, divert, or take away, or attempt to divert or take away any customer with whom the Company, or any subsidiary or affiliate of the Company, (i) has an existing agreement or business relationship; (ii) has had an agreement or business relationship within the six month period immediately preceding the Executive's last day of employment with the Company if the termination of such agreement or business relationship was caused by or is attributable to the Executive's actions, or (iii) has included as a prospect in its applicable pipeline and the same is known to the Executive during his employment with the Company. The Company and the Executive agree that the restrictions contained in this noncompetition covenant are reasonable in scope and duration and are necessary to protect the Company's business interests and Confidential Information. If any provision of this noncompetition covenant as applied to any party or to any circumstance is adjudged by a court or arbitrator to be invalid or unenforceable, neither he nor the same will no in way affect any other circumstance or the validity or enforceability of his Affiliates (Executive’s Affiliates is defined as this Agreement. If any legal entity in which Executive directly or indirectly owns at least a 25% interest such provision, or any entity or person which part thereof, is under the control held to be unenforceable because of the Executive) scope, duration, or geographic area covered thereby, the parties agree that the court or arbitrator making such determination shall have the power to reduce the scope and/or duration and/or geographic area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The parties agree and acknowledge that the breach of this noncompetition covenant will directly or indirectly compete with cause irreparable damage to the Company, and upon breach of any provision of this noncompetition covenant, the Company in any way in any business in which the Company or its Affiliates is engaged inshall be entitled to injunctive relief, and that he will not act as an officer, director, employee, consultant, shareholder, lenderspecific performance, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employmentother equitable relief; provided, however, that this Section shall not prohibit in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages). Should the Executive violate the provisions of this noncompetition covenant, then in addition to all other rights and remedies available to the Company at law or any in equity, the duration of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning this covenant shall automatically be extended for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following time from which the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with began such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents and purposes of this Agreementviolation until he permanently ceases such violation.

Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive Employee agrees that during the term of his Employee’s employment with the Company, neither he nor any and ending upon the second anniversary of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive the termination of such employment, unless otherwise extended pursuant to the terms of this Section 7, Employee will not, directly or indirectly owns at least a 25% interest indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way other individual or representative capacity, engage or participate in any business or activity that is in competition in any manner whatsoever with the business of the Company, within the State of Texas and any other relevant jurisdiction in which the Company or its Affiliates is engaged in, and does business. Employee represents to the Company that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business the enforcement of the same nature as, or restriction contained in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall 7 would not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up be unduly burdensome to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activityEmployee. (b) In order Employee agrees that a breach or violation of this covenant not to protect compete by Employee shall entitle the Company against to seek an injunction issued by any court of competent jurisdiction, restraining any further or continued breach or violation of this covenant. Such right to an injunction shall be cumulative and in addition to, and not in lieu of, any other remedies to which the unauthorized use or Company may show itself justly entitled. Further, during any period in which Employee is in breach of this covenant not to compete, the disclosure time period of any confidential information this covenant shall be extended for an amount of time that Employee is in breach hereof. (c) In addition to the restrictions set forth in this Section 7, Employee shall not, during the term of Employee’s employment agreement with the Company, and ending upon the second anniversary of the Company presently known or hereinafter obtained by Executive during his termination such employment under this Agreementagreement with the Company, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, either directly or indirectly, for itself (i) make known to any person or himself or on behalf entity the names and addresses of any other corporationof the customers of the Company or ZEC, person, firm, partnership, associationthe contacts of the Company or ZEC, or any other entity information pertaining to such customers or contacts, (whether as an individualii) call on, agentsolicit, servantor take away, or attempt to call on, solicit, or take away, any of the customers of the Company or ZEC, on whom Employee called or with whom Employee became acquainted during his or her association with the Company or ZEC, or (iii) recruit or hire or attempt to recruit or hire, directly or by assisting others, any employee, employerconsultant, officeror independent contractor of the Company or ZEC. (d) If Employee violates any covenant contained in this Section 7 and the Company brings legal action for injunctive or other relief, directorthe Company shall not, shareholderas a result of the time involved in obtaining the relief, investorbe deprived of the benefit of the full period of any such covenant. (e) The parties to this Agreement agree that the limitations contained in this Section 7 with respect to time, principalgeographical area, consultant and scope of activity are reasonable. However, if any court shall determine that the time, geographical area, or scope of activity of any restriction contained in any other capacity):this Section is unenforceable, it is the intention of the parties that such restrictive covenant set forth herein shall not thereby be terminated but shall be amended by the court to the extent required to render it valid and enforceable. (f) The parties to this Agreement agree that the limitations contained in this Section 7 shall end, and shall be of no further force or effect, in the event (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during terminates the term employment of employment; or Employee without Cause or Employee resigns with Good Reason, or (ii) assist the Company has failed to fulfill the payment obligations to Employee and M▇▇▇▇▇▇▇ ▇▇▇▇ set forth in that certain Promissory Note (herein so called) executed in connection with the acquisition of the capital stock of the Company by ZEC and, as a consequence thereof, Employee and M▇▇▇▇▇▇▇ ▇▇▇▇ (i) obtain ownership of the assets of the Company or finance (ii) regain ownership of the capital stock of the Company. (g) The parties to this Agreement further agree that in the event the Company terminates the employment of Employee without “Cause” or Employee terminates his employment with the Company without Good Reason, the scope of the limitation contained in Section 7(a) shall be narrowed exclusively to the products then sold by the Company, rather than “any person business or entity activity that is in competition in any manner or in any way inconsistent whatsoever with the intents business of the Company, within the State of Texas and purposes of this Agreementany other relevant jurisdiction in which the Company does business.”

Noncompetition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) Executive agrees that during During the term of his employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least employment and for a 25% interest or any entity or person which is under period of one (1) year following the control last day of the Executive) will ’s employment, the Executive shall not directly or indirectly compete with the Company by engaging, in any way a competitive capacity, in any business in which the Company or its Affiliates is engaged in, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any the same or similar business of the same nature as, Company in one or in competition with the businesses more Metropolitan Statistical Areas (“MSAs”) in which the Company is now doing business on the last day of the Executive’s employment. A business will not be considered to be in competition with the Company for purposes of this paragraph 8.1(a) or paragraph 8.1(b) below if: (i) The business or the operating unit of the business in which the Executive is employed or with which the Executive is associated (collectively the “Business Unit”) is not engaged in the retail sales of consumer electronics; (ii) If sales of the Business Unit’s products or services in the retail sales and service of consumer electronics constitute less than ten percent (10%) of such Business Unit’s sales; or (iii) If the sales of the Business Unit in the retail sales and service of consumer electronics do constitute more than ten percent (10%) of the sales of the Business Unit, but there is no geographic overlap between such Business Unit’s and the Company’s business locations. Notwithstanding the foregoing, nothing herein shall be deemed to prevent or limit the right of the Executive to invest in the capital stock or other securities of any corporation whose stock or securities are regularly traded on any public exchange, nor shall anything herein contained be deemed to prevent Employee from investing in real estate for his own benefit (as long as such investment is not related to or in support of any entity engaged in the same or similar business as the Company in competition with the Company in one or more MSA’s in which the Company becomes engaged is doing business during the term of Executive’s employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity). (b) In order to protect During the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his Executive’s employment under this Agreement, Executive agrees that and for a period of twelve one (121) months year following the termination last day of this Agreement for any reasonthe Executive’s employment, neither the Executive nor any of his Affiliates, shall, shall not directly or indirectlyindirectly compete with the Company by engaging, for itself in a competitive capacity, in any business engaged in the same or himself similar business of the Company in one or more MSAs where, on behalf the last day of any other corporationthe Executive’s employment, personthe Company is engaged in real estate site selection or has taken further steps toward the commencement of operations in the future, firmof which the Executive is aware. (c) The Executive agrees that competition, partnershipas set forth in Article 8.1(a) above, associationshall include, or any other entity (whether but not be limited to, engaging in competitive activity, as an individual, as a partner, as a joint venturer with any other person or entity, or as an employee, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in representative of any other capacity):person or entity. (id) engage It is the specific intent of the parties that the Executive shall be restricted from competing directly or participate indirectly with any segment of the Company’s business in which the Executive engaged prior to the last day of his employment and from any businesssegment of the Company’s business about which the Executive acquired proprietary or confidential information during the course of his employment. (e) If any provision of this Article 8.1 relating to the time period, regardless geographic area or scope of where situatedrestricted activities shall be declared by a court of competent jurisdiction to exceed the maximum time period, which engages in direct market competition with geographic area or scope of activities, as applicable, that such businesses being conducted by court deems reasonable and enforceable, said time period, geographic area or scope of activities shall be deemed to be, and thereafter shall become, the maximum time period, scope of activities or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination. (f) The Executive and the Company during have examined in detail this Covenant Not to Compete and agree that the term restraint imposed upon the Executive is reasonable in light of employment; or (ii) assist or finance any person or entity in any manner or in any way inconsistent with the intents legitimate interests of the Company, and purposes of this Agreementit is not unduly harsh upon the Executive’s ability to earn a livelihood.

Noncompetition. During the Restricted Period, Executive agrees shall not engage in any Competitive Activities 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 followsa principal, except agent, shareholder, investor, employer, partner, director, officer, employee, consultant, member, joint venturer, manager, lender, consultant, operator, or in the event any capacity whatsoever (other than as a customer) (including, without limitation, in any division, group or franchise of a termination pursuant to Section 5.03larger organization), in which event this section is inapplicable: (a) Executive agrees that during the term of his employment with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged inParent, and that he will not act as an officer, director, employee, consultant, shareholder, lender, or agent of any entity which is engaged in any business of the same nature as, or in competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive Employer or any of his Affiliates from purchasing their respective Subsidiaries is engaged as of the date of Separation or holding an aggregate equity interest any other business for which Employer, Parent or any of up their respective Subsidiaries has a Bona Fide Interest (as defined below), as of the date of Separation, including, without limitation, the following businesses or organizations within the merchant acquirer or payment card processing business: (i) any such business that conducts electronic card and check processing and settlement or ACH payment processing, (ii) any such business engaged in the delivery of ancillary payment products and solutions, or (iii) any independent sales organizations (the “Business”), within the United States or any other jurisdiction in which Employer, Parent or any 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 10customers 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% in of the outstanding stock of any class of a corporation that is publicly traded business in competition with the Companytraded, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest has no active participation in the business of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve (12) months following the termination of this Agreement for any reason, neither Executive nor any of his Affiliates, shall, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, association, or any other entity and (whether y) Executive providing services as an individual, agent, servantofficer, employee, employerdirector or consultant of any financial institution so long as Executive’s services relate solely to a subsidiary, officer, director, shareholder, investor, principal, consultant division or other business unit of such financial institution that is not engaged in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employment; or (ii) assist or finance any person or entity Business and Executive does not otherwise in any manner or engage in any way inconsistent Competitive Activities. As used herein, a “Bona Fide Interest” means a bona fide interest or expectancy relating to the acquisition of such business by Employer, Parent or any of their respective 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 interest 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 intents and purposes portion of this Agreementthe Restricted Period following the Employment Period, the bona fide interest or expectancy is measured as of the time immediately preceding the Separation).

Noncompetition. Executive agrees as follows(a) The Company and its Affiliates mine, except extract, prepare, source, market, and sell coal (“Business Activity”) throughout the United States and internationally. The Company and its Affiliates invest significant resources in the event training and development of a termination pursuant its employees and in developing goodwill with its customers and vendors. As the Company’s Chief Administrative Officer, the Executive will have access to Section 5.03Company and Affiliate proprietary confidential information and trade secrets. The Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates, in the importance of the proprietary confidential information and trade secrets to which event this section is inapplicableExecutive will have access, and the position of responsibility which Executive will hold with the Company and accordingly agrees that: (ai) Executive agrees that during the term of his the Executive’s employment with and for a period of two (2) years after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not, except on behalf of the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 25% interest or engage in any entity or person Business Activity which is under the control in competition with any line of the Executive) will directly or indirectly compete with the Company in any way in any business in which conducted by the Company or any of its Affiliates in the Restricted Territory, including, but not limited to, where such engagement is engaged in, and that he will not act as an officer, director, proprietor, employee, partner, investor, consultant, shareholderadvisor, lenderagent or sales representative, or agent of have any entity which is engaged ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that engages in any business of the same nature as, or Business Activity in competition with the businesses in which any line of business conducted by the Company is now engaged or any of its Affiliates in which the Company becomes engaged Restricted Territory. For this purpose, ownership of no more than 5% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision; (ii) during the term of employment; provided, however, that this Section shall not prohibit Executive or any of his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive Executive’s employment and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or the disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment under this Agreement, Executive agrees that for a period of twelve one (121) months following year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement for any reason(whichever is later), neither the Executive nor any of his Affiliateswill not, shallwithout the Company’s written consent, directly or indirectly, for itself or himself or on behalf of any other corporation, person, firm, partnership, associationcompany, organization, corporation or other entity perform or solicit the performance of services related to any competing Business Activity for any Customer or Prospective Customer of the Company or any other entity (whether as an individual, agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or in any other capacity):of its Affiliates; (iiii) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company during the term of employmentthe Executive’s employment and for a period of one (1) year after the termination thereof, or from the date of entry by a court of competent jurisdiction of an order enforcing this Agreement (whichever is later), the Executive will not directly or indirectly solicit, encourage or take any other action intended to induce any employee of the Company or any of its Affiliates to (1) engage in any activity or conduct which is prohibited pursuant to this Section 7.01, or (2) terminate such employee’s employment with the Company or any of its Affiliates; orand (iiiv) the Executive will not directly or indirectly assist or finance any person or entity others in engaging in any manner of the activities which are prohibited under clauses (i)-(iii) of this Section 7.01(a) above. (b) The covenant contained in Section 7.01(a)(i) above is intended to be construed as a series of separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections. If, in any way inconsistent with judicial proceeding, the intents court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (c) It is expressly understood and purposes agreed that although the Executive and the Company consider the restrictions contained in this Section 7.01 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this AgreementAgreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.