Common use of Noncompetition Clause in Contracts

Noncompetition. I agree that during the term of my Relationship with the Company, and for a period of (i) twelve (12) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (a) by the Company without Cause, (b) by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreement, (c) by me due to Good Reason (as defined in the Employment Agreement), or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall not, either directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, lender, consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit any company or business organization directly or indirectly controlled by me or any of my affiliates to, during the applicable period, engage in any Competing Business in any place where the Company conducts business or has conducted business (or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship with the Company. The passive ownership by me or my affiliates of not more than three percent (3%) of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industry.

Noncompetition. I Notwithstanding anything to the contrary contained elsewhere in this Agreement, in view of the Executive’s importance to the success of the Company and mBank, the Executive and the Company agree that during the term of my Relationship with Company and mBank would likely suffer significant harm from the Company, and for a period of (i) twelve (12) months immediately following the termination of my Relationship Executive’s competing with the Company or mBank during the Executive’s term of employment and for some period of time thereafter. Accordingly, the Executive agrees that the Executive shall not engage in competitive activities while employed by the Company or mBank and, in the event that my Relationship the Executive’s employment is terminated (a) without Good Reason by the Company Executive or with or without Cause, (b) Cause by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment this Agreement, (c) by me due during the Restricted Period. The Executive shall be deemed to Good Reason (as defined engage in competitive activities if the Employment Agreement)Executive shall, or (d) by without the Company pursuant to prior written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination consent of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (za) voluntarily by me by giving notice of nonwithin a twenty-renewal in accordance with Section 1 five (25) mile radius of the Employment Agreementmain office or any branch office of mBank, I shall not, either render services directly or indirectly, alone or as a partner, joint ventureran employee, officer, director, employeepartner, lender, consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit for any company organization or business organization enterprise which competes directly or indirectly controlled by me with the business of the Company or any of my its affiliates toin providing financial products or services (including, during without limitation, banking, insurance or securities products or services) to consumers and businesses, or (b) directly or indirectly acquire any financial or beneficial interest in (except as provided in the applicable periodnext sentence) any organization which conducts or is otherwise engaged in a business or enterprise within a twenty-five (25) mile radius of the main office or any branch office of mBank, engage in any Competing Business in any place where which competes directly or indirectly with the business of the Company conducts business or has conducted business mBank or any of their affiliates in providing financial products or services (including, without limitation, banking, insurance or has at securities products or services) to consumers and businesses. Notwithstanding the preceding sentence, the Executive shall not be prohibited from owning less than five percent (5%) of any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship publicly traded corporation whether or not such corporation is in competition with the Company. The passive ownership by me or my affiliates For purposes hereof, the term “Restricted Period” shall equal eighteen (18) months from the date of not more than three percent (3%) of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industrytermination.

Noncompetition. I agree (a) The Stockholder agrees that during for the term period of my Relationship the Stockholder's employment following the Closing with the CompanyJ&J, or any subsidiary thereof, and for a period of two (i2) twelve (12) months immediately years following the termination of my such employment (regardless of the circumstances under which such employment is terminated) (such period, the "Noncompetition Period"), the Stockholder will not have any Relationship (as defined below) with any entity, including but not limited to any corporation, partnership, limited liability company, sole proprietorship or unincorporated business (whether or not for profit) (such entity, a "Business") in the Company course of which Relationship the Stockholder engages in or assists such Business with respect to the ophthalmic spectacle lens business (which business shall not include lens analyzing equipment) ("Lens Products and Services"). (b) In the event that my Relationship is terminated (a) by the Company terminates the Stockholder's employment without CauseCause (as defined below), (b) by the Company pursuant shall (x) continue to written notice pay such Stockholder through the end of non-renewal the Noncompetition Period (payable in accordance with Section 1 the regular payroll practices of the Employment Agreement, Company) an annual amount equal to the salary that the Stockholder was receiving immediately prior to such termination and (cy) by me due continue to Good Reason provide all benefits generally available under employee benefit plans or the practices and policies of the Company at the time of such termination (as defined in the Employment Agreementother than stock option or similar plans), or determined in accordance with the provisions of such plans, practices and policies. "Cause" shall mean (di) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement)Stockholder's conviction of, guilty plea to, or confession of guilt of, a felony, (ii) twenty-four (24) months immediately following dishonest or illegal conduct or misconduct or malfeasance by the termination of my Relationship with the Company Stockholder in the event that my Relationship is terminated (x) by the Company performance of services for Cause, (y) voluntarily by me upon written notice to or on behalf of the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 other conduct detrimental to the business, operations or reputation of the Employment Company, regardless of whether such conduct is within the scope of Stockholder's duty, (iii) failure by the Stockholder to perform his duties, as assigned to him by the President from time to time, provided that such duties are not inconsistent with the Stockholder's current duties, or 2 (iv) violation by the Stockholder of the covenants set forth in this Agreement; provided, I shall nothowever, either directly or indirectlythat "Cause" shall, alone or as a partner, joint venturer, officer, director, employee, lender, consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit any company or business organization directly or indirectly controlled in no circumstances mean the failure by me or any of my affiliates to, during the applicable period, engage Stockholder to relocate in any Competing Business in any place where the event the Company conducts relocates its place of business or has conducted business (or has at any time actively explored conducting business) during and the twenty-four (24) months preceding my termination of my Relationship with the Company. The passive ownership by me or my affiliates of not more than three percent (3%) of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, Stockholder is unable to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industryperform his duties without so relocating.

Noncompetition. I agree that 7.1 Competitive Activity. Executive shall be deemed to have engaged in "Competitive Activity" if, during the term period commencing on the date hereof and ending on the second anniversary of my Relationship the date Executive's employment with the CompanyInvestors or its subsidiaries terminates, and for a period of (i) twelve (12) months immediately following the termination Executive, for himself or on behalf of my Relationship any other person, firm, partnership, corporation, or other entity, engages, directly or indirectly, as an executive, agent, representative, consultant, partner, shareholder or holder of any other financial interest, in any business that competes with the Company Investors or its subsidiaries in the event 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 my Relationship Executive's activities shall not satisfy this clause (i) where Executive is terminated (a) employed by a person, firm, partnership, corporation, or other entity engaged in a variety of activities, including the Company Competing Business, and Executive is not engaged in or responsible for the Competing Business of such entity. Executive may also, without Causesatisfying clause, (bi) by the Company pursuant to written notice be a passive owner of non-renewal in accordance with Section 1 not more than 2% of the Employment Agreement, (c) by me due to Good Reason (outstanding publicly traded stock of any class of a Competing Business so long as defined Executive has no active participation in the Employment Agreement)business of such entity, or (d) by except to the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), extent permitted above; or (ii) twenty-four Executive (24A) months immediately following directly or indirectly through another entity, induces or attempts to induce any employee of the termination Company or its subsidiaries to leave the employ of my Relationship the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (B) knowingly hires any person who was an employee of the 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 event that my Relationship is terminated relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary or (xD) directly or indirectly acquires or attempts to acquire an interest in any business relating to the business of the Company or any of its subsidiaries 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 for Cause, (y) voluntarily by me upon written notice to or its subsidiaries in the Company, or (z) voluntarily by me by giving notice of nonone-renewal in accordance with Section 1 of the Employment Agreement, I shall not, either directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, lender, consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit any company or business organization directly or indirectly controlled by me or any of my affiliates to, during the applicable period, engage in any Competing Business in any place where the Company conducts business or has conducted business (or has at any time actively explored conducting business) during the twenty-four (24) months year period immediately preceding my Executive's termination of my Relationship employment with the Company. The passive ownership by me or my affiliates of not more than three percent (3%) of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industry.

Noncompetition. I agree The business of the Company is relatively unique and Employee acknowledges that during he is being provided and will continue to be provided by the term Company with significant information, trade secrets and opportunities, which are confidential and proprietary in nature. Employee further acknowledges that such information and opportunities would have significant value to any current or prospective competitor of my Relationship with the Company. In recognition of the Company’s agreement to provide to Employee such information and opportunities, of the need to fully protect such information and opportunities from unauthorized disclosure or use, and in consideration of the numerous mutual promises contained in this Agreement between the Company and the Employee, including, without limitation, those involving Confidential Information, compensation, termination and arbitration, and in order to protect the Company’s Confidential Information and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company, during the Employment Period and for a an additional period of (i) twelve (12) months one year immediately following the termination of my Relationship with Employment Period (the Company in the event that my Relationship is terminated (a) by the Company without Cause, (b) by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreement, (c) by me due to Good Reason (as defined in the Employment Agreement“Noncompetition Term”), or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall Employee will not, either directly or indirectly, alone either through any form of ownership or as a partner, joint venturerdirector, officer, directorprincipal, agent, employee, lenderemployer, adviser, consultant, agentshareholder, independent contractorpartner, stockholder or otherwisein any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person, firm, corporation, governmental or private entity, or any other entity of whatever kind, without the prior written consent of the Company (which consent may be withheld in its sole discretion), compete with the Company or its affiliates, in North and South America, Mexico, Western and Eastern Europe, the Middle East, and I the Far East including Japan, Malaysia, South Korea, China, Taiwan or Asia (“Noncompetition Territory”) in any business activity of the Company existing or contemplated as of, or conducted or contemplated by the Company prior to, the date of this Agreement, and/or during the Employment Period. Any such acts during the Noncompetition Term in the Non-competition Territory shall be considered breaches and violations of this Agreement. Additionally, during the Noncompetition Term, Employee shall not permit any company or business organization directly or indirectly controlled by me request or advise any customer or supplier of my affiliates to, during the applicable period, engage in any Competing Business in any place where the Company conducts to withdraw, curtail or cancel its business or has conducted business (or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship activities with the Company. The passive ownership If, during any period within the Noncompetition Term, Employee is not in compliance with the terms of this Section 11, the Company shall be entitled to, among other remedies, seek compliance by me or my affiliates Employee with the terms of not more than three percent (3%) this Section 11 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term “Noncompetition Term” shall also include this additional period. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions provisions of this paragraphSection 11 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company, given the unique and worldwide nature of the Internet and electronic commerce. "Competing Business" This Section 11 shall mean any business involving survive the provision termination of Employee’s employment and development of infrastructure software and Internet-based products for can only be revoked or modified by a writing signed by the printing industryparties which specifically states an intent to revoke or modify this provision.

Noncompetition. I agree 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 and/or partners of the Company. The Executive also acknowledges that any Confidential Information gained by his during the term Term has been developed by the Company through substantial expenditures of my Relationship with 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 a period the protection of (i) twelve (12) months immediately following the termination of my Relationship 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 event following provisions. Accordingly, the Executive agrees that my Relationship so long as he is terminated an employee of the Company and for 12 months thereafter: (a) by the Company without Cause, (b) by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreement, (c) by me due to Good Reason (as defined in the Employment Agreement), or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall The Executive will not, either directly or indirectly, alone individually or as a partnerconsultant to, joint ventureror employee, officer, director, employeemanager, lenderstockholder, consultantpartner, agentmember or other owner or participant in any business entity, independent contractorother than the Company or a Related Company, stockholder engage in or otherwise, and I shall not permit assist any company other person or entity to engage in any business organization which directly or indirectly controlled by me competes with any business in which the Company or any of my affiliates toRelated Company is engaging or in which the Company or any Related Company plans to engage or is actively evaluating engaging, during or at the applicable periodtime of the termination of the Executive’s engagement hereunder, engage anywhere in any Competing Business the United States or anywhere else in any place the world where the Company conducts or any Related Company does business, or plans to do business or has conducted business (or has at any time is actively explored conducting evaluating doing business) during ; provided that nothing contained herein shall prohibit the twenty-four (24) months preceding my termination Executive from being a passive owner of my Relationship with the Company. The passive ownership by me or my affiliates of not more less than three one percent (31%) of the shares outstanding stock or any class of capital stock securities of any corporation having or other entity which is publicly traded or privately held; and (b) The Executive will not, directly or indirectly, individually or as a class of equity securities actively traded on a national securities exchange consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving entity solicit or endeavor to entice away from the provision and development Company or any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the business relationship of infrastructure software and Internet-based products for the printing industryCompany or any Related Company with, any person or entity 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 Related Company or (ii) a customer or client of, supplier to or other party having material business relations with the Company or any Related Company.

Noncompetition. I agree that Executive shall not, at any time during the term of my Relationship with the Companythis Agreement, and for a period of six (i) twelve (126) months immediately following after the effective date of the expiration or termination of my Relationship with the Company in the event that my Relationship is terminated (a) by the Company without Cause, (b) by the Company pursuant to written notice term of non-renewal in accordance with Section 1 of the Employment this Agreement, (c) by me due to Good Reason (as defined in the Employment Agreement), or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall not, either directly or indirectly, alone personally or as a partner, joint ventureran owner, officer, director, partner, employee, lendermember, agent, consultant, agentrepresentative, independent contractor, stockholder or otherwisein any other capacity whatsoever of any corporation or other entity, own, manage, operate, control or conduct any business or enterprise involving China trade, or any other business in direct or indirect competition with Genesis or its affiliates and subsidiaries ("Competitive Business"). Any Competitive Business conducted through Internet, wireless or other similar telecommunication media that is viewable or usable anywhere within the world is prohibited pursuant to this Agreement. In the event of "termination without cause" by the Company, the Employee is not bound by this provision. Employee shall devote his entire time, energy and skill to the service of Company and the promotion of Company's interests, and I shall not permit any company or business organization directly or indirectly controlled by me or any use his best efforts in the performance of my affiliates tohis/her services hereunder. The parties agree that Employee may not, during the applicable periodEmployment Period, engage be engaged in any Competing Business other business activity whether or not such activity is pursued for gain, profit, or other pecuniary advantage including, without limitation, management or management consulting activities; provided, however, Employee may invest his personal assets in any place businesses where the Company conducts form or manner of such investment will not require services on the part of Employee conflicting with the duties of Employee under this Agreement and in which his participation is solely that of a passive investor. Employee agrees to abide by all rules and regulations established from time to time by the CEO/President/COO and/or the Board; and all commissions, fees or other income earned and received by Employee, if any, in furtherance of the business of Company, or its affiliates or from any other business or has conducted business (financial opportunity or has at any time actively explored conducting business) during endeavor in which Employee is an active participant and not a passive investor, shall be accepted by Employee for the twenty-four (24) months preceding my termination account of my Relationship with the Company. The passive ownership by me or my affiliates of not more than , and shall be remitted to Company within three percent (3%) days of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industryEmployee's receipt thereof.

Noncompetition. I agree The business of the Company is relatively unique and Employee acknowledges that during he is being provided and will continue to be provided by the term Company with significant information, trade secrets and opportunities, which are confidential and proprietary in nature. Employee further acknowledges that such information and opportunities would have significant value to any current or prospective competitor of my Relationship with the Company. In recognition of the Company's agreement to provide to Employee such information and opportunities, of the need to fully protect such information and opportunities from unauthorized disclosure or use, and in consideration of the numerous mutual promises contained in this Agreement between the Company and the Employee, including, without limitation, those involving Confidential Information, compensation, termination and arbitration, and in order to protect the Company's Confidential Information and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company, during the Employment Period and for a an additional period of (i) twelve (12) months one year immediately following the termination of my Relationship with Employment Period (the Company in the event that my Relationship is terminated (a) by the Company without Cause, (b) by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreement, (c) by me due to Good Reason (as defined in the Employment Agreement"Noncompetition Term"), or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall Employee will not, either directly or indirectly, alone either through any form of ownership or as a partner, joint venturerdirector, officer, directorprincipal, agent, employee, lenderemployer, adviser, consultant, agentshareholder, independent contractorpartner, stockholder or otherwisein any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person, firm, corporation, governmental or private entity, or any other entity of whatever kind, without the prior written consent of the Company (which consent may be withheld in its sole discretion), compete with the Company or its affiliates, in North and South America, Mexico, Western and Eastern Europe, the Middle East, and I the Far East including Japan, Malaysia, South Korea, China, Taiwan or Asia ("Noncompetition Territory") in any business activity of the Company existing or contemplated as of, or conducted or contemplated by the Company prior to, the date of this Agreement, and/or during the Employment Period. Any such acts during the Noncompetition Term in the Non-competition Territory shall be considered breaches and violations of this Agreement. Additionally, during the Noncompetition Term, Employee shall not permit any company or business organization directly or indirectly controlled by me request or advise any customer or supplier of my affiliates to, during the applicable period, engage in any Competing Business in any place where the Company conducts to withdraw, curtail or cancel its business or has conducted business (or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship activities with the Company. The passive ownership If, during any period within the Noncompetition Term, Employee is not in compliance with the terms of this Section 11, the Company shall be entitled to, among other remedies, seek compliance by me or my affiliates Employee with the terms of not more than three percent (3%) this Section 11 for an additional period equal to the period of such noncompliance. For purposes of this Agreement, the term "Noncompetition Term" shall also include this additional period. Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions provisions of this paragraphSection 11 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company, given the unique and worldwide nature of the Internet and electronic commerce. "Competing Business" This Section 11 shall mean any business involving survive the provision termination of Employee's employment and development of infrastructure software and Internet-based products for can only be revoked or modified by a writing signed by the printing industryparties which specifically states an intent to revoke or modify this provision.

Noncompetition. I agree that during Employee hereby agrees that, for two (2) years following the term Effective Time, Employee shall not Compete (as defined herein) against Buyer, SNB, or any of my Relationship with their Affiliated Companies in the CompanyRestricted Area without the prior written consent of B▇▇▇▇’s Chief Executive Officer, and for a period which consent may be withheld at the sole discretion of Buyer’s Chief Executive Officer. For purposes of this Agreement, “Compete” means to engage or participate in Business Activities (or to prepare to engage or participate in Business Activities) on Employee’s own behalf, or with, for, or on behalf of (i) twelve (12) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (a) by the Company without Causeany other financial institution as an officer, (b) by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreementdirector, (c) by me due to Good Reason (as defined in the Employment Agreement)manager, owner, partner, joint venture, consultant, independent contractor, employee, or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement)shareholder of, or (ii) twenty-four any other Person, business, or 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 bill payment services, internet or electronic banking, automated teller machines, IRA 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 (24i) months immediately following operates a banking office on the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the CompanyClosing Date, or (zii) voluntarily by me by giving notice of non-renewal has operated a banking office within the 12 months preceding the Closing Date. Nothing in accordance with this Section 1 2(d) shall prohibit Employee from acquiring or holding, for investment purposes only, less than five percent (5%) of the Employment Agreement, I shall not, either directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, lender, consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit outstanding securities of any company or business organization which may compete directly or indirectly controlled by me with Seller, Buyer, SNB or any of my affiliates totheir Affiliated Companies. Nothing in this Agreement shall prohibit Employee or any of such Employee’s Affiliated Companies from continuing to hold outstanding securities of an entity that engages in Business Activities; provided that, during such securities were held by the applicable period, engage in Employee or any Competing Business in any place where the of such Employee’s Affiliated Company conducts business or has conducted business (or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship with the Company. The passive ownership by me or my affiliates of not more than three percent (3%) as of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions date of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industryAgreement.

Noncompetition. I agree [Bracketed language is not included in the Company’s CEO’s award agreement.] The Participant agrees that during the term period of my Relationship the Participant’s employment with the Company, Company and for a the one (1) year period of (i) twelve (12) months immediately following the termination of my Relationship with such employment for any reason or for no reason, the Participant shall not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, shareholder of a closely held corporation or shareholder in excess of five percent of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in any business that is a Competing Business in the Area (each as defined herein). The Participant further covenants and agrees that this restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its affiliates, imposes no undue hardship on the Participant, is not injurious to the public, and that any violation of this restrictive covenant shall be specifically enforceable in the event that my Relationship is terminated (a) any court with jurisdiction upon short notice. Solely for purposes of this paragraph: “Area” means a 15-mile radius of any senior living facility owned, managed or operated by the Company without Cause(or its successor) at the time Participant’s employment is terminated; and “Competing Business” means the business of owning, operating or managing senior living facilities having gross annualized revenues of at least $35 million or owning, operating or managing, in the aggregate, at least 1,000 units/beds provided that at least 750 units/beds owned, operated or managed by such business are located within the Area. [Notwithstanding the foregoing, (bi) if the Participant’s employment is terminated by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreement, (c) by me due to Participant for Good Reason (as defined in the Employment Agreement)Brookdale Senior Living Inc. Amended and Restated Tier I Severance Pay Policy) at any time, or (dthe covenant in this Section 15(a) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or shall not apply; and (ii) twenty-four (24the covenant in this Section 15(a) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall not, either directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, lender, consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit any company or business organization directly or indirectly controlled by me or any of my affiliates to, during the applicable period, engage in any Competing Business in any place where the Company conducts business or has conducted business (or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship with the Company. The passive ownership by me or my affiliates of not more than three percent (3%) of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, interpreted to restrict the Participant’s right to practice law in and violation of itself, any rules of professional conduct applicable to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industryParticipant.]

Noncompetition. I agree that during Subject to the term of my Relationship Closing, and as an inducement to Buyer to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the Companybusiness of Company being acquired pursuant to this Agreement, Parent and Shareholder hereby covenants and agrees that for a period of two (i2) twelve (12) months immediately following years from the termination of my Relationship with the Company in the event that my Relationship is terminated Closing Date, Parent and Shareholder will not directly or indirectly through any employee, agent or otherwise: (a) by engage in, continue in or carry on any business which competes with the Company without CauseBusiness or is substantially similar thereto, including owning or controlling any financial interest in any corporation, partnership, firm or other form of business organization which is so engaged; (b) by consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of company or Buyer in any aspect with respect to the Company pursuant Business, including, but not limited to, advertising or otherwise endorsing the products of any such competitor; soliciting customers or otherwise serving as an intermediary for any such competitor; loaning money or rendering any other form of financial assistance to written notice or engaging in any form of non-renewal in accordance business transaction on other than an arm's length basis with Section 1 of the Employment Agreement, any such competitor; (c) by me due offer employment to Good Reason (as defined in an employee of Company, without the Employment Agreement), or prior written consent of Buyer; or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall not, either directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, lender, consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit any company or business organization directly or indirectly controlled by me or any of my affiliates to, during the applicable period, engage in any Competing Business in practice the purpose of which is to evade the provisions of this covenant not to compete or to commit any place where act which adversely affects the Company conducts business or has conducted business (or has at any time actively explored conducting business) during Business; provided, however, that the twenty-four (24) months preceding my termination foregoing shall not prohibit the ownership of my Relationship with the Company. The passive ownership by me or my affiliates securities of not more than three percent (3%) of the shares of capital stock of any corporation having a class of equity securities actively traded corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not be deemedexceed 5% of the outstanding shares of any such corporation, in and nor shall any of itselfthe foregoing prohibit Parent from conducting any business, to violate whether planned or existing, which is not currently being conducted exclusively by Company. The parties agree that the prohibitions geographic scope of this paragraph. "Competing Business" covenant not to compete shall mean any business involving extend to the provision and development of infrastructure software and Internet-based products for the printing industry.United States, Mexico,

Noncompetition. I agree that (a) The Executive agrees that, during the term Executive’s employment with the Company and for a period of my Relationship twelve (12) months following the termination of such employment for a reason other than non-renewal of this Agreement by the Company, whether termination is by the Executive or the Company, and regardless of the reasons therefor, the Executive shall not serve as an employee, agent, partner, shareholder, owner, investor, director, consultant, or other service provider for, or in any other capacity participate, engage, prepare to engage, or have any financial or other interest (whether directly or indirectly, and whether alone or together or in concert with any other Person(s)), in the business of or any activity relating to competitive gaming (including, without limitation, casino operation and horseracing) (any such business or activity, a “Competitive Business”), in any case, within one hundred (100) miles of any location where the Company or any of its Subsidiaries or affiliates is engaged in, undertaking or proposing to engage in or undertake any Competitive Business, in each case at the time of the Executive’s applicable action or activity (or, if earlier, at the time of the termination of the Executive’s employment with the Company and its Subsidiaries); provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive may own up to five percent (5%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Exchange Act. (b) The Executive further acknowledges and agrees that, in the event of the termination of his employment with the Company, the Executive’s experience and capabilities are such that the Executive can obtain employment in business activities which do not compete with the Company, and that the enforcement of this Agreement by way of injunction shall not prevent the Executive from earning a reasonable livelihood. The Executive further acknowledges and agrees that the covenants contained herein are necessary for a period of (i) twelve (12) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (a) by the Company without Cause, (b) by the Company pursuant to written notice of non-renewal in accordance with Section 1 protection of the Employment Agreement, (c) by me due to Good Reason (as defined Company’s legitimate business interests and are reasonable in the Employment Agreement), or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall not, either directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, lender, consultant, agent, independent contractor, stockholder or otherwise, scope and I shall not permit any company or business organization directly or indirectly controlled by me or any of my affiliates to, during the applicable period, engage in any Competing Business in any place where the Company conducts business or has conducted business (or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship with the Company. The passive ownership by me or my affiliates of not more than three percent (3%) of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industryduration.

Noncompetition. I Notwithstanding anything to the contrary contained elsewhere in this Agreement, in view of the Executive’s importance to the success of the Company and mBank, the Executive and the Company agree that during the term of my Relationship with Company and mBank would likely suffer significant harm from the Company, and for a period of (i) twelve (12) months immediately following the termination of my Relationship Executive’s competing with the Company or mBank during the Executive’s term of employment and for some period of time thereafter. Accordingly, the Executive agrees that the Executive shall not engage in competitive activities while employed by the Company or mBank and, in the event that my Relationship the Executive’s employment is terminated (a) without Good Reason by the Company Executive or with or without Cause, (b) Cause by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment this Agreement, (c) by me due during the Restricted Period. The Executive shall be deemed to Good Reason (as defined engage in competitive activities if the Employment Agreement)Executive shall, or (d) by without the Company pursuant to prior written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination consent of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (za) voluntarily by me by giving notice of nonwithin a twenty-renewal in accordance with Section 1 five (25) mile radius of the Employment Agreementmain office or any branch office of mBank, I shall not, either render services directly or indirectly, alone or as a partner, joint ventureran employee, officer, director, employeepartner, lender, consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit for any company organization or business organization enterprise which competes directly or indirectly controlled by me with the business of the Company or any of my its affiliates toin providing financial products or services (including, during without limitation, banking, insurance or securities products or services) to consumers and businesses, or (b) directly or indirectly acquire any financial or beneficial interest in (except as provided in the applicable periodnext sentence) any organization which conducts or is otherwise engaged in a business or enterprise within a twenty-five (25) mile radius of the main office or any branch office of mBank, engage in any Competing Business in any place where which competes directly or indirectly with the business of the Company conducts business or has conducted business mBank or any of their affiliates in providing financial products or services to consumers and businesses. Notwithstanding the foregoing, for purposes of this Agreement, Asset Management Businesses shall not be considered competing businesses of the Company, mBank or any of their respective affiliates. Notwithstanding the preceding sentence, the Executive shall not be prohibited from owning less than five percent (5%) of any publicly traded corporation whether or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship not such corporation is in competition with the Company. The passive ownership by me or my affiliates For purposes hereof, the term “Restricted Period” shall equal eighteen (18) months from the date of not more than three percent (3%) of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industrytermination.

Noncompetition. I agree that during the term of my Relationship with the Company, and for a period of (i) twelve (12) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (a) by Individual acknowledges that the nature of the Company’s business and Individual’s position with and relationship to the Company without Causeare such that if Individual were to become employed by, (b) by or otherwise involved in, the business of a competitor of the Company pursuant to written notice of non-renewal in accordance with Section 1 of following the Employment Agreement, (c) by me due to Good Reason Closing (as defined in the Employment Merger Agreement), it would be very difficult for Individual 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, and to protect such trade secrets and confidential information and the Company’s relationships and goodwill with customers, during the period commencing at the Closing and terminating on the fourth (d4th) by anniversary following the Company pursuant to written notice due to a Disability date on which the Closing occurs (as defined the “Restricted Period”), Individual shall not (in each case, directly or indirectly, through any Affiliate of Individual or other person or otherwise) (i) enter into, engage or otherwise participate in the Employment Agreement), Restricted Business or (ii) twenty-four (24) months immediately following have any ownership interest or other profit participation interest in, enter the termination of my Relationship with the Company employ of, render any services to, enter into a joint venture with, participate in the event that my Relationship is terminated (x) by the Company for Causemanagement, (y) voluntarily by me upon written notice to the Companyfinancing, operation or control of, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreementotherwise engage or participate in, I shall notor be connected as an owner, either directly or indirectly, alone or as a partner, joint venturer, officer, directorprincipal, employeecreditor, lendersalesman, consultantguarantor, agentadvisor, independent contractorlicensor of technology, stockholder member of the board of directors of, or otherwiseconsultant to any entity or business, division, group, or other subset of any business, engaged (or to Individual’s knowledge, planning to engage) in the Restricted Business. (b) Notwithstanding anything in Section 1(a) above to the contrary and I shall not permit any company or business organization the restrictions set forth therein, Individual may (directly or indirectly controlled by me through a mutual fund or any of my affiliates to, during the applicable period, engage similar common investment vehicle) passively own securities in any Competing Business publicly-held corporation that is covered by the restrictions set forth in any place where Section 1(a); provided that Individual does not own, of record or beneficially, in the Company conducts business or has conducted business (or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship with the Company. The passive ownership by me or my affiliates of not aggregate more than three one percent (31%) of the shares outstanding beneficial ownership of capital stock of such corporation and does not have any corporation having a class of equity securities actively traded on a national securities exchange or active participation in the over-the-counter market business of such corporation. (c) The restrictions set forth in Section 1(a) shall not be deemed, in and of itself, to violate apply worldwide (the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industry“Business Area”).

Noncompetition. I agree that during the term This Section 4.02 applies to each employee of my Relationship with the Company, and for a period of (i) twelve (12) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (a) by or any subsidiary of the Company without Causewho owns Shares, (b) by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreement, (c) by me due to Good Reason (as defined in the Employment Agreement), or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall not, either whether directly or indirectly, alone in the Company who is a Specified Shareholder of the Company or is the beneficial owner of interests in a Specified Shareholder of the Company (or a Subsidiary Holder thereof) and is not bound by a non-competition restriction contained in a consulting or employment agreement between such employee and the Company or any of its subsidiaries (each, a "MANAGEMENT EMPLOYEE"); PROVIDED, HOWEVER, that this Section 4.02 shall not apply to any Management Employee that is an Affiliate of AAH (including for this purpose any member of the Board of Directors who was an AAH Nominee). Each Management Employee shall agree in writing (or if a party to this Agreement, hereby agrees) that following any termination of his employment by the Company or a subsidiary thereof "for cause" or his voluntary resignation from such employment (a) he shall not compete, directly or indirectly (including as an employee, proprietor, owner, partner, shareholder, member, joint venturer or agent of, or as a partnerconsultant to, joint venturerany person or entity which competes), officer, director, employee, lender, consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit any company or with the retail motor vehicle business organization directly or indirectly controlled by me of the Company or any of my affiliates to, its subsidiaries within 50 miles of any motor vehicle dealership owned by the Company or any of its subsidiaries where such Management Employee worked during the applicable periodyear prior to the termination of his employment and (b) he shall not violate Section 4.03 (with respect to each Management Employee, engage in any Competing Business in any place where a "NON-COMPETE COVENANT"). A Management Employee's Non-Compete Covenant shall become effective on the date that such Management Employee's employment by the Company conducts business or has conducted business (or has at any time actively explored conducting business) during a subsidiary thereof terminates and shall terminate on the twenty-four (24) months preceding my termination first anniversary of my Relationship with the Companysuch date. The passive ownership by me or my affiliates of not more than three percent (3%) of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market Company shall not be deemed, obligated to provide any Specified Shareholders with the benefit of any of the Company's obligations under Section 4.01 or Article V unless each Management Employee that is a direct or indirect beneficial owner of such Specified Shareholder has provided the Company with such written agreement in and of itself, a form reasonably satisfactory to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industryCompany.

Noncompetition. I agree The Executive covenants and agrees that during the term period of my Relationship with the Company, Executive’s employment hereunder and for a period of two (i2) twelve years thereafter and any amount of time during such two year period during which he is in violation of this provision he shall not: (12a) months immediately following in the United States of America, or in any other country of the world in which the Corporation has done business at any time during the last two (2) years prior to the termination of my Relationship the Executive’s employment with the Company in the event that my Relationship is terminated (a) by the Company without CauseCorporation, (b) by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreement, (c) by me due to Good Reason (as defined in the Employment Agreement), or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall not, either directly or indirectly, alone whether as principal or as a partner, joint ventureragent, officer, director, employee, lender, consultant, agentshareholder, independent contractor, stockholder or otherwise, and I alone or in association with any other person, corporation or other entity, engage or participate in, be connected with, lend credit or money to, furnish consultation or advice or permit his name to used in connection with, any Competing Business. For purposes of this Agreement, the term “Competing Business” shall mean any Person, corporation or other entity engaged in the business of: selling or attempting to sell any product or service which competes with (i) products or services sold by the Corporation within the two (2) years prior to termination of the Executive’s employment hereunder or (ii) new products of the Corporation with respect to which the Corporation had allocated engineering resources at the Date of Termination to develop such new products; (b) for a Competing Business, solicit the trade of, or trade with, any customer, prospective customer, supplier, or prospective supplier of the Corporation. The Executive further agrees that for two (2) years following termination of his employment with the Corporation, including without limitation termination by the Corporation for Cause for Termination or without cause, the Executive shall not permit for a Competing Business, directly or indirectly, solicit the trade of, or trade with, any company customers or business organization suppliers, or prospective customers or suppliers, of the Corporation; and (c) for a Competing Business, directly or indirectly controlled by me solicit or induce, or attempt to solicit or induce, any employee of the Corporation to leave the Corporation for any reason whatsoever, or hire any employee of the Corporation. Notwithstanding the foregoing, (i) the covenant contained in this Section 6 shall terminate in the event that the Corporation defaults in any of my affiliates toits post-termination payment obligations to the Executive, during and (ii) the applicable period, engage covenant contained in any Competing Business in any place where this Section 6 shall be of no force and effect if the Company conducts business or has conducted business (or has at any time actively explored conducting businessCorporation chooses to give notice of its intent not to renew this Agreement and the Agreement terminates pursuant to the provisions of Section 10(b)(i) during the twenty-four (24) months preceding my termination of my Relationship with the Company. The passive ownership by me or my affiliates of not more than three percent (3%) of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industryhereof.

Noncompetition. I agree that during the term of my Relationship with the Company, (a) As a material inducement to Company to enter into this Agreement and for a period of Company to pay Executive compensation stated in Section 3, as well as any additional benefits provided for herein, Executive covenants and agrees that: (i) twelve (12) months immediately following the termination of my Relationship with the Company in the event that my Relationship If Executive voluntarily terminates his employment or is terminated (a) by the Company without Cause, (b) by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreement, (c) by me due to Good Reason (as defined in the Employment Agreement), or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I Executive shall not, either in the Market Area as defined below, directly or indirectly, alone for a period commencing on the Closing Date and continuing for one year following the Date of Termination (the "Restricted Period"), for whatever reason, directly or indirectly, whether as a shareholder, partner, joint venturer, officeror agent of any person, director, employee, lender, consultant, agent, independent contractor, stockholder firm or corporation or other entity or otherwise, and I shall not permit any company or business organization directly or indirectly controlled by me or any of my affiliates to, during the applicable period, engage in any Competing Business or all of the following activities: (a) Enter into or engage in any place where business which directly or indirectly competes with the business of Company conducts and its subsidiaries (collectively for purposes only of this Section "Company"); (b) Interfere or attempt to interfere with the business, goodwill, trade, customers or employees of Company or with any one dealing with Company in the operation of Company's business; (c) Solicit borrowers' and depositors' business, patronage, or perform any services for, any business which directly or indirectly competes with the business carried on by Company; (d) Promote or assist, financially or otherwise, any person, firm, association or corporation engaged in any business which directly or indirectly competes with the business carried on by Company. (ii) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of Company, any employee of Company or hire any employee who has conducted business (or has at any time actively explored conducting business) during left the twenty-four (24) months preceding my employment of Company after the date of this Agreement within one year of the termination of my Relationship such employee's employment with Company or such shorter period as shall be agreed by Company in writing. (b) If the Company. The passive ownership by me Executive violates this restrictive covenant and Company brings legal action for injunctive or my affiliates of other relief, Company shall not more than three percent (3%) as a result of the shares time involved in obtaining the relief be deprived of capital stock the benefit of the full period of the restrictive covenant. Accordingly, the restrictive covenant shall be deemed to have the duration specified herein, computed from the date the relief is granted, but reduced by the time between the period when the restriction began to run and the date of the first violation of the covenant by Executive. If any court shall determine that the duration or geographical limit of any corporation having a class restriction contained in this paragraph is unenforceable, it is the intention of equity securities actively traded on a national securities exchange or in the over-the-counter market parties that the restrictive covenant set forth herein shall not thereby be deemedpermitted to be terminated but shall be deemed amended to the extent required to render it valid and enforceable. Such amendment shall apply only with respect to the operation of this paragraph and the jurisdiction of the court that has made the adjudication. (c) If any court determines that any provision of this Section, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Section shall not thereby be affected and shall be given full effect, without regard to the invalid portions. (d) If any court determines that any of the provisions of this Section, or any part thereof, is unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provisions and, in its reduced form, such provision shall then be enforceable and of itself, to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industrybe enforced.

Noncompetition. I agree (a) The Executive expressly acknowledges that, in order to protect the Company, and persons and entities that during the term of my Relationship do business with the Company, it is an essential condition of his employment that the Executive agrees that during the Term of this Agreement and (unless this Agreement is terminated as a result of a Termination Without Cause or a Resignation For Good Reason): (i) for a period of one (i1) twelve (12) months immediately following year thereafter, the termination of my Relationship with the Company in the event that my Relationship is terminated (a) by the Company without Cause, (b) by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreement, (c) by me due to Good Reason (as defined in the Employment Agreement), or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall not, either Executive will not directly or indirectly, alone for his own account or on behalf of any other person or as an employee, consultant, manager, agent, broker, stockholder, director or officer of a corporation, investor, owner, lender, partner, joint venturer, officeror otherwise engage in any business which is then directly engaged in the exploration, directordrilling or production of natural gas or oil, employeewithin a ten (10) mile radius of any area leased by the Company or in which the Company holds a working interest; (ii) for a period of one (1) year thereafter (i) solicit, lenderentice or 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, consultantVice Chairman or Board of Directors of the Company), agentor to become a customer, independent contractorsupplier, stockholder vendor or client of any other person (including, without limitation, Executive, individually) or entity engaged in any activity or business competitive with the Company if as a consequence thereof such party shall reduce the 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 facilitate any person or entity in taking any 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 act or practice the 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 leassor, landlord, sublandlord, licensor, vendor, 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 the Executive that the covenants contained in this Section 21 are essential elements of this Agreement and that, but for the agreement of the 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 Section 21 are reasonable and necessary for the protection of the Company and that enforcement of the provisions of this Section 21 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, and I shall not permit any company or business organization directly or indirectly controlled constitute a defense to the enforcement by me or any of my affiliates to, during the applicable period, engage in any Competing Business in any place where the Company conducts business or has conducted business (or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship with the Companysuch covenants. The passive ownership by me or my affiliates covenants of not more than three percent (3%) of the shares of capital stock Executive in this Section 21 shall be construed as agreements independent of any corporation having provision in this Agreement. In the event a class court of equity securities actively traded on a national securities exchange competent jurisdiction determines that the provisions of this Section 21 are excessively broad as to duration, geographical scope or in activity, it is expressly agreed that Section 21 shall be construed so that the over-the-counter market remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, in and without further action on the part of itselfany person, to violate be modified, amended and/or limited, but only to the prohibitions of this paragraph. "Competing Business" shall mean any business involving extent necessary to render the provision same valid and development of infrastructure software and Internet-based products for the printing industryenforceable in such jurisdiction.

Noncompetition. I agree (a) The Executive expressly acknowledges that, in order to protect the Company, and persons and entities that during the term of my Relationship do business with the Company, it is an essential condition of his employment that the Executive agrees that during the Term of this Agreement and (unless this Agreement is terminated as a result of a Termination Without Cause or a Resignation For Good Reason): (i) for a period of one (i1) twelve (12) months immediately following year thereafter, the termination of my Relationship with the Company in the event that my Relationship is terminated (a) by the Company without Cause, (b) by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreement, (c) by me due to Good Reason (as defined in the Employment Agreement), or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall not, either Executive will not directly or indirectly, alone for his own account or on behalf of any other person or as an employee, consultant, manager, agent, broker, stockholder, director or officer of a corporation, investor, owner, lender, partner, joint venturer, officeror otherwise engage in any business which is then directly engaged in the exploration, directordrilling or production of natural gas or oil, employeewithin a ten (10) mile radius of any area leased by the Company or in which the Company holds a working interest; (ii) for a period of one (1) year thereafter (i) solicit, lenderentice or 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, consultantVice Chairman or Board of Directors of the Company), agentor to become a customer, independent contractorsupplier, stockholder vendor or client of any other person (including, without limitation, Executive, individually) or entity engaged in any activity or business competitive with the Company if as a consequence thereof such party shall reduce the 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 facilitate any person or entity in taking any 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 act or practice the 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, vendor, 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 the Executive that the covenants contained in this Section 21 are essential elements of this Agreement and that, but for the agreement of the 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 Section 21 are reasonable and necessary for the protection of the Company and that enforcement of the provisions of this Section 21 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, and I shall not permit any company or business organization directly or indirectly controlled constitute a defense to the enforcement by me or any of my affiliates to, during the applicable period, engage in any Competing Business in any place where the Company conducts business or has conducted business (or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship with the Companysuch covenants. The passive ownership by me or my affiliates covenants of not more than three percent (3%) of the shares of capital stock Executive in this Section 21 shall be construed as agreements independent of any corporation having provision in this Agreement. In the event a class court of equity securities actively traded on a national securities exchange competent jurisdiction determines that the provisions of this Section 21 are excessively broad as to duration, geographical scope or in activity, it is expressly agreed that Section 21 shall be construed so that the over-the-counter market remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, in and without further action on the part of itselfany person, to violate be modified, amended and/or limited, but only to the prohibitions of this paragraph. "Competing Business" shall mean any business involving extent necessary to render the provision same valid and development of infrastructure software and Internet-based products for the printing industryenforceable in such jurisdiction.

Noncompetition. I Subject to the Closing, and as an inducement to Buyer to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the business of Company being acquired pursuant to this Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ hereby covenant and agree that during the term of my Relationship with the Company, and for a period of five (i5) twelve (12) months immediately following years from the termination of my Relationship with the Company in the event that my Relationship is terminated Closing Date, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ will not directly or indirectly: (a) by engage in, continue in or carry on any business which competes with the Company without CauseBusiness or is substantially similar thereto, including owning or controlling any financial interest in any corporation, partnership, firm or other form of business organization which is so engaged; (b) by consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of company or Buyer in any aspect with respect to the Company pursuant Business, including, but not limited to, advertising or otherwise endorsing the products of any such competitor; soliciting customers or otherwise serving as an intermediary for any such competitor; loaning money or rendering any other form of financial assistance to written notice or engaging in any form of non-renewal in accordance business transaction on other than an arm's length basis with Section 1 of the Employment Agreement, any such competitor; (c) by me due offer employment to Good Reason (as defined in an employee of Company, without the Employment Agreement), or prior written consent of Buyer; or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall not, either directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, lender, consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit any company or business organization directly or indirectly controlled by me or any of my affiliates to, during the applicable period, engage in any Competing Business in practice the purpose of which is to evade the provisions of this covenant not to compete or to commit any place where act which adversely affects the Company conducts business or has conducted business (or has at any time actively explored conducting business) during Business; provided, however, that the twenty-four (24) months preceding my termination foregoing shall not prohibit the ownership of my Relationship with the Company. The passive ownership by me or my affiliates securities of not more than three percent (3%) of the shares of capital stock of any corporation having a class of equity securities actively traded corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 5% of the outstanding shares of any such corporation. The parties agree that the geographic scope of this covenant not to compete shall extend to the United States, Mexico and Canada. The parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or part of the business of the Company. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, in and without further action on the part of itselfany person, to violate be modified, amended and/or limited, but only to the prohibitions of this paragraph. "Competing Business" extent necessary to render the same valid and enforceable in such jurisdiction. (e) Notwithstanding anything else herein to the contrary, Shareholders shall mean any business involving have the provision right to engage in mechanical and development of infrastructure software and Internet-based products chemical engineering for the printing industrytreatment of water.

Noncompetition. I agree that during During the term of my Relationship with the Company, Employment Period and for a period of (i) twelve (12) months immediately two years following the termination Date of my Relationship with Termination (such period not to include any period(s) of violation or period(s) of time required for litigation to enforce the covenants set forth in this subparagraph 7(g)), Executive shall not, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, other than on behalf of the Company or its respective subsidiaries and affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in the event association with any person, firm, corporation or business organization), or otherwise assist any person or entity that my Relationship is terminated (a) engages in or owns, invests in, operates, manages or controls any venture or enterprise that provides products or services competitive with those offered or sold by the Company without Cause, (b) by and/or its subsidiaries or affiliates anywhere in the United States in Canada or in any country in which the Company pursuant sells its products or provides services (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent Executive from owning for passive investment purposes not intended to written notice of non-renewal in accordance with Section 1 of the Employment circumvent this Agreement, (c) by me due to Good Reason (as defined in the Employment Agreement), or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall not, either directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, lender, consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit any company or business organization directly or indirectly controlled by me or any of my affiliates to, during the applicable period, engage in any Competing Business in any place where the Company conducts business or has conducted business (or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship with the Company. The passive ownership by me or my affiliates of not more less than three five percent (35%) of the shares of capital stock voting securities of any corporation having a class of equity securities actively traded on a national securities exchange company engaged in the Business (so long as Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in the over-the-counter market shall not be deemed, in and of itselfconjunction with other affiliated parties, to violate select a director, manager, general partner, or similar governing official of the prohibitions competing enterprise other than in connection with the normal and customary voting powers afforded Executive in connection with any permissible equity ownership). Provided, further, that nothing herein shall prohibit Executive from becoming employed by a competitor in any area, division or segment of this paragraph. "Competing Business" shall mean the competitor’s business that does not compete in any business involving way with the provision and development of infrastructure software and Internet-based products for Company, its affiliates or subsidiaries, provided that Executive fully complies with the printing industryother terms hereof.

Noncompetition. I agree The Executive acknowledges and agrees that during he has received and shall continue to receive valuable Confidential Information and Trade Secrets of the term Companies and exposure to key suppliers and service providers of my Relationship the Companies. Accordingly, because of the Executive’s access to, and knowledge of, the Companies’ Confidential Information and Trade Secrets and key suppliers, service providers and customers, as well as the Executive’s position within the Companies, the Executive would be in a unique position to divert business from the Companies and to commit irreparable damage to the Companies were the Executive to be allowed to compete with the CompanyCompanies or to commit any of the other acts prohibited below. The Executive therefore agrees that the Executive shall not, during his employment with any of the Companies and for a period of (i) twelve (12) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (a) by the Company without Cause, (b) by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment Agreement, (c) by me due to Good Reason Noncompete Period (as defined in the Employment Agreementbelow), or (d) by the Company pursuant to written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (z) voluntarily by me by giving notice of non-renewal in accordance with Section 1 of the Employment Agreement, I shall not, either directly or indirectly, alone own, organize, consult with, be employed by, advise, be a stockholder, partner of or joint venturer with, be a director or managing member of, or otherwise assist or provide services to, any Competitor (as defined below) within the Restricted Area (as defined below) except to the extent the Executive is acting on behalf of any of the Companies or in furtherance of the any of the Companies’ interests. The Executive further agrees that, during the Executive’s employment and for the Noncompete Period, the Executive shall not, directly or indirectly, purchase any equity securities of any corporation or other business (other than as a partner, joint venturer, officer, director, employee, lender, consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit any company or business organization beneficial owner directly or indirectly controlled by me owning one percent (1%) or any less of my affiliates tothe outstanding securities of a public company) which is a Competitor, during without the applicable period, engage in any Competing Business in any place where the Company conducts business or has conducted business (or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination prior written consent of my Relationship with the Company. The passive ownership by me or my affiliates of not more than three percent (3%) of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industry.

Noncompetition. I Notwithstanding anything to the contrary contained elsewhere in this Agreement, in view of the Executive’s importance to the success of the Company and mBank, the Executive and the Company agree that during the term of my Relationship with Company and mBank would likely suffer significant harm from the Company, and for a period of (i) twelve (12) months immediately following the termination of my Relationship Executive’s competing with the Company or mBank during the Executive’s term of employment and for some period of time thereafter. Accordingly, the Executive agrees that the Executive shall not engage in competitive activities while employed by the Company or mBank and, in the event that my Relationship the Executive’s employment is terminated (a) without Good Reason by the Company Executive or with or without Cause, (b) Cause by the Company pursuant to written notice of non-renewal in accordance with Section 1 of the Employment this Agreement, (c) by me due during the Restricted Period. The Executive shall be deemed to Good Reason (as defined engage in competitive activities if the Employment Agreement)Executive shall, or (d) by without the Company pursuant to prior written notice due to a Disability (as defined in the Employment Agreement), or (ii) twenty-four (24) months immediately following the termination consent of my Relationship with the Company in the event that my Relationship is terminated (x) by the Company for Cause, (y) voluntarily by me upon written notice to the Company, or (za) voluntarily by me by giving notice of nonwithin a twenty-renewal in accordance with Section 1 five (25) mile radius of the Employment Agreementmain office or any branch office of mBank, I shall not, either render services directly or indirectly, alone or as a partner, joint ventureran employee, officer, director, employeepartner, lender, consultant, agent, independent contractor, stockholder or otherwise, and I shall not permit for any company organization or business organization enterprise which competes directly or indirectly controlled by me with the business of the Company or any of my its affiliates toin providing financial products or services (including, during without limitation, banking, insurance or securities products or services) to consumers and businesses, or (b) directly or indirectly acquire any financial or beneficial interest in (except as provided in the applicable periodnext sentence) any organization which conducts or is otherwise engaged in a business or enterprise within a twenty-five (25) mile radius of the main office or any branch office of mBank, engage in any Competing Business in any place where which competes directly or indirectly with the business of the Company conducts business or has conducted business mBank or any of their affiliates in providing financial products or services to consumers and businesses. Notwithstanding the preceding sentence, the Executive shall not be prohibited from owning less than five percent (5%) of any publicly traded corporation whether or has at any time actively explored conducting business) during the twenty-four (24) months preceding my termination of my Relationship not such corporation is in competition with the Company. The passive ownership by me or my affiliates For purposes hereof, the term “Restricted Period” shall equal eighteen (18) months from the date of not more than three percent (3%) of the shares of capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or in the over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this paragraph. "Competing Business" shall mean any business involving the provision and development of infrastructure software and Internet-based products for the printing industrytermination.