Common use of Nonsolicitation and Noncompetition Clause in Contracts

Nonsolicitation and Noncompetition. 4.1 During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “Restrictive Period”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly: (a) solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates; (b) solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer; (c) solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates; (d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or (e) engage in or participate in the chemical distribution or logistics business. 4.2 Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed.

Nonsolicitation and Noncompetition. 4.1 During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “Restrictive Period”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly: (a) solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates; (b) solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer; (c) solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates; (d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or (e) engage in or participate in the chemical distribution or logistics business. 4.2 Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time time, geographic scope and scopenature of restricted activities; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed.

Nonsolicitation and Noncompetition. 4.1 4.1. During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “Restrictive Period”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly: (a) solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates; (b) solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer; (c) solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates; (d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or (e) engage in or participate in the chemical distribution or logistics business. 4.2 4.2. Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 4.3. The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time time, geographic scope and scopenature of restricted activities; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed.

Nonsolicitation and Noncompetition. 4.1 During the Employee’s employment with the Company, and for a period expiring eighteen twelve (1812) months after the termination of the Employee’s employment (the “Restrictive Period”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canadacontinent in which the Employee is employed by the Company, directly or indirectly: (a) solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates; (b) solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer; (c) solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates; (d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or (e) engage in or participate in the (i) chemical distribution or logistics businessingredient distribution; or (ii) waste remediation businesses. 4.2 Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options RSUs to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time time, geographic scope and scopenature of restricted activities; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision only to the extent necessary to make it reasonable and enforce the provisions as narrowed.

Nonsolicitation and Noncompetition. 4.1 During the Employee’s employment with the Company, and for a period expiring eighteen twelve (1812) months after the termination of the Employee’s employment (the “Restrictive Period”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canadacontinent in which the Employee is employed by the Company, directly or indirectly: (a) solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates; (b) solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer; (c) solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates; (d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or (e) engage in or participate in the (i) chemical distribution or logistics businessingredient distribution; or (ii) waste remediation businesses. 4.2 Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time time, geographic scope and scopenature of restricted activities; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed.

Nonsolicitation and Noncompetition. 4.1 1. During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “Restrictive Period”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly: (a) solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates; (b) solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer; (c) solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates; (d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or (e) engage in or participate in the chemical distribution or logistics business. 4.2 2. Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 3. The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed.

Nonsolicitation and Noncompetition. 4.1 During the Employee’s employment with the Company, (a) From and for a period expiring eighteen of five (185) months years after the termination Closing Date, neither the Company Shareholder nor any of the Employee’s employment (the “Restrictive Period”)his Affiliates, regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly: (a) solicit or entice away whether individually or in conjunction with another Person, shall hire or solicit any other manner persuade or attempt to persuade any officer, Person who is an employee, consultant or agent of the Company or any the Subsidiary within six (6) months of its Affiliates the Closing Date to alter terminate his employment or discontinue his consulting arrangement with the Buyer (or her relationship with the Company or its the Subsidiary) or to become an employee of the Company Shareholder or any of his Affiliates;; provided, that nothing herein shall prohibit the Company Shareholder or any of his Affiliates from hiring or soliciting any such Person whose employment is terminated by the Buyer, the Company or the Subsidiary (or any other Affiliate of the Buyer) at any time following the Closing Date. (b) solicit Except as set forth in Section 6.14(b) of the Disclosure Schedule, from and for a period of five (5) years after the Closing Date, neither the Company Shareholder nor any person of his Affiliates shall, whether individually or entity that was a customer in conjunction with another Person, except as an officer or employee of the Buyer or the Company or any of its Affiliates during their respective subsidiaries, directly or indirectly: (i) develop, manufacture, market or sell any product which competes with any product manufactured by the Employee’s employment with Company or the CompanySubsidiary on or prior to the Closing Date, or (ii) engage in any business of a type or nature similar to competitive with the business of the Company or the Subsidiary as conducted on the date hereof or on the Closing Date, in the United States and Canada or any of other country in which the Company or the Subsidiary conducted its Affiliates with such customer;business during the two years prior to the Closing Date. (c) solicitThe Company Shareholder hereby agrees that his relationship with customers of the Company and the Subsidiary constitutes a substantial portion of the good will of the Company being purchased by the Buyer. Accordingly, divertexcept as set forth in Section 6.14(b) of the Disclosure Schedule, the Company Shareholder agrees he will not, for a period of five (5) years from the Closing Date, for himself, as an agent or in on behalf of any other manner persuade Person, either directly or indirectly, solicit or attempt to persuade obtain business from, accept business from, or do business with or assist anyone else in the solicitation or acceptance of business from, any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates; (d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; orthe Subsidiary. In the event the Company Shareholder is contacted by any such customer during such five-year period in connection with any product or service prohibited in this Section 6.14, he will refer such customer to the Buyer. In addition, the Company Shareholder agrees that he will not disparage or make fraudulent statements to another Person or otherwise with respect to the services, business or reputation of the Buyer or Parent whether by making false or misleading statements to another Person or otherwise. (ed) engage in or participate in the chemical distribution or logistics business. 4.2 Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 The Company and the Employee Parties agree that the provisions of this Section 4 do not impose an undue hardship on the Employee duration and are not injurious to the public; that this provision is necessary to protect the business geographic scope of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this non-competition provision set forth in Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 46.14 are reasonable. In the event that a any court of competent jurisdiction determines that any the duration or the geographic scope, or both, are unreasonable and that such provision of this Section 4 is unreasonably broad or extensiveto that extent unenforceable, the Employee agrees Parties agree that such court should narrow such the provision to shall remain in full force and effect for the extent necessary to make greatest time period and in the greatest area that would not render it reasonable and enforce the provisions as narrowedunenforceable.

Nonsolicitation and Noncompetition. 4.1 During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “Restrictive Period”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly: (a) solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates; (b) solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer; (c) solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates; (d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or (e) engage in or participate in the chemical distribution or logistics business. 4.2 Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options Restricted Stock Units to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time time, geographic scope and scopenature of restricted activities; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision only to the extent necessary to make it reasonable and enforce the provisions as narrowed.

Nonsolicitation and Noncompetition. 4.1 During (a) For the Employee’s employment period commencing on the date hereof and ending on the expiration of three years following the Closing Date, none of Acquisition, the Dyn International Companies, or the Joint Ventures (collectively with the Companytheir respective successors, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “Restrictive PeriodAcquisition Group”), regardless on the one hand, or CSC or any of its affiliates (other than, following the Closing, the Dyn International Companies and the Joint Ventures) (collectively with their respective successors, the “Seller Group”), on the other hand, shall, either on its own account or for any person, firm or company (except by means of a general public solicitation or by retaining an executive recruiting firm that has not been directed to approach and does not approach employees of any member of the reasonother group), if anysolicit, for or endeavor to cause any employee of a member of the other group, to alter in any way, terminate or breach his, her or its relationship or agreement with any such terminationmember of the other group or its respective successors. (b) Except as set forth on Schedule 4.13(b), during the Employee shall notperiod commencing on the Closing Date and ending on the expiration of 24 months following the Closing Date, in no member of the United States, Western Europe or CanadaSeller Group shall, directly or indirectly, compete against any member of the Acquisition Group for any renewals or extensions of (i) any customer Contract or Government Contract of any member of the Acquisition Group that is actively being performed as of the Closing Date or (ii) any Government Contract awarded based on a Bid that has been assigned and novated to a Dyn International Company by any member of the Seller Group in connection with the Internal Alignment Transactions or the sale of the DI Interests (“Competition”); provided, however, that nothing herein shall prohibit: (ai) solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent investment by a member of the Company Seller Group of less than 5% of the equity securities (as determined at the time of investment) in a person if the investing member does not actively participate in the management, supervision or any conduct of its Affiliates to alter such person, whether through membership or discontinue his participation in such person’s board of directors, governing committee, management or her relationship with the Company or its Affiliatesotherwise; (bii) solicit from the acquisition (by any person or entity that was means) by a customer member of the Company Seller Group of all or any portion of a person that is, at the time of such acquisition, engaged in Competition with any member of the Acquisition Group, if the revenues attributable to such Competition represents less than one-fifth of such newly acquired person’s revenues and less than one-fifth of such newly acquired person’s assets; or (iii) any investment by a member of the Seller Group of up to 20% in another person if the investing member determines in good faith that such investment is primarily motivated by the receipt by the member or one of its Affiliates during affiliates, or a reasonable expectation that the Employee’s employment with the Companymember or one of its affiliates will receive, any business a Contract of a type or nature similar significance (in relation to the business amount of the Company or any investment) for the provision of its Affiliates with goods and/or services, to such customer;person, and the procurement of that Contract alone would not constitute Competition hereunder. (c) solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates; (d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or (e) engage in or participate in the chemical distribution or logistics business. 4.2 Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 The Company and the Employee parties hereto agree that the provisions of durations and worldwide area for which the covenants set forth in this Section 4 do not impose an undue hardship on the Employee and 4.13 are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 4be effective are reasonable. In the event that a any court determines that the time period or such area is unreasonable and that such covenant is to that extent unenforceable, the parties hereto agree that the covenant shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The parties intend that each of the covenants set forth in Sections 4.13(a) and (b) shall be deemed to be a series of separate covenants one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside of the United States of America where such covenant is intended to be effective. The parties hereto agree that damages may be an inadequate remedy for any provision breach of the covenants set forth in this Section 4 4.13 and that each of CSC and the Seller, on the one hand, and Parent and Acquisition, on the other hand (as the case may be), shall, whether or not it is unreasonably broad pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary or extensive, permanent injunctions without bond or other security upon any actual breach of the Employee agrees that covenant contained in this Section 4.13 benefiting such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowedparty.

Nonsolicitation and Noncompetition. 4.1 During the Employee’s employment with the CompanyExcept as specifically provided on Schedule 2 hereto, and for a period expiring eighteen (18) months after subject to the termination of the Employee’s employment (the “Restrictive Period”)following sentence, regardless of the reasonExecutive will not, if anyindividually or through an agent, for such terminationhimself or on behalf of another, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly: (a) solicit or entice away or in any other manner persuade or attempt to persuade any officer, as an employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates; (b) solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Companydirector, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer; (c) solicitowner, divertpartner, sole proprietor, consultant, agent, representative, shareholder, or in any other manner persuade or attempt capacity whatsoever, during the Non-Compete Period (as defined below): (a) solicit or induce any clients of CAI to persuade terminate or reduce their respective relationships with RBC or CAI, (b) accept any supplier Business from any clients of the Company CAI, or any of its Affiliates to discontinue its enter into a Business relationship with any such clients unless (i) Executive continues to be employed by CAI during the Company Non-Compete Period; and (ii) all compensation from such clients during the Non-Compete Period shall accrue to CAI; (c) solicit any person then employed by CAI to terminate such employment; or its Affiliates; (d) solicit, divert, take away permit Executive's name to be used by or attempt to solicit, divert or take away any customers participate (other than through ownership of less than five percent of the Company stock of a publicly-held corporation whose stock is traded on a national securities exchange or its Affiliates; or on NASDAQ) in any business or enterprise which is competitive with the Business (eas determined on the date of this Agreement and the Closing Date) engage in or participate and which is located in the chemical distribution or logistics business. 4.2 Nothing United States. Notwithstanding the foregoing, the restrictions in Section 4.1 limits the Employee’s ability to hire an employee clauses (a), (b) and (d) of the Company preceding sentence shall not apply after the earlier to occur of (i) the fifth anniversary of the Closing Date or any (ii) the termination of its Affiliates in circumstances under which such employee first contacts the Employee regarding Executive's employment by CAI without cause or by voluntary resignation with Good Reason. Any written notice or oral presentation made jointly by CAI and the Employee does Executive during the Non-Compete Period shall not be deemed to violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 6. 1. In this Section 6.1 the term "Non-Compete Period" means the period beginning on the date hereof and ending on the later to occur of (x) the fifth anniversary of the Closing Date or (y) the second anniversary of the termination (for any reason) of Executive's employment with the RBC Affiliates; provided, however, that if at the end of Year 3 Executive is employed hereunder and RBC has not offered to extend this Agreement for Year 4 is unreasonably broad and Year 5 on terms substantially as favorable to Executive as the terms herein, then the Non-Compete Period shall end at the end of Year 3. In this Section 6.1 the term "Business" means the IA Business. In this Section 6.1 the term "CAI" shall include CAI, any successor in interest to the business of CAI, and any firm or extensive, corporation directly or indirectly controlling or controlled by CAI (or such successor in interest) or under common control with CAI (or such successor in interest) and engaged in the Employee investment management or investment advisory business. Executive agrees that such court should narrow such provision the covenants set forth in this Section 6.1 are reasonable with respect to the extent necessary to make it reasonable duration, geographical area and enforce the provisions as narrowedscope.

Nonsolicitation and Noncompetition. 4.1 During (a) For the Employee’s employment period commencing on the date hereof and ending on the expiration of three years following the Closing Date, none of Acquisition, the Dyn International Companies, or the Joint Ventures (collectively with their respective successors, the Company"Acquisition Group"), on the one hand, or CSC or any of its affiliates (other than, following the Closing, the Dyn International Companies and the Joint Ventures) (collectively with their respective successors, the "Seller Group"), on the other hand, shall, either on its own account or for any person, firm or company (except by means of a period expiring eighteen (18) months after the termination general public solicitation or by retaining an executive recruiting firm that has not been directed to approach and does not approach employees of any member of the Employee’s employment (the “Restrictive Period”other group), regardless solicit, or endeavor to cause any employee of a member of the reasonother group, if anyto alter in any way, for terminate or breach his, her or its relationship or agreement with any such terminationmember of the other group or its respective successors. (b) Except as set forth on Schedule 4.13(b), during the Employee shall notperiod commencing on the Closing Date and ending on the expiration of 24 months following the Closing Date, in no member of the United States, Western Europe or CanadaSeller Group shall, directly or indirectly, compete against any member of the Acquisition Group for any renewals or extensions of (i) any customer Contract or Government Contract of any member of the Acquisition Group that is actively being performed as of the Closing Date or (ii) any Government Contract awarded based on a Bid that has been assigned and novated to a Dyn International Company by any member of the Seller Group in connection with the Internal Alignment Transactions or the sale of the DI Interests ("Competition"); provided, however, that nothing herein shall prohibit: (ai) solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent investment by a member of the Company Seller Group of less than 5% of the equity securities (as determined at the time of investment) in a person if the investing member does not actively participate in the management, supervision or any conduct of its Affiliates to alter such person, whether through membership or discontinue his participation in such person's board of directors, governing committee, management or her relationship with the Company or its Affiliatesotherwise; (bii) solicit from the acquisition (by any person or entity that was means) by a customer member of the Company Seller Group of all or any portion of a person that is, at the time of such acquisition, engaged in Competition with any member of the Acquisition Group, if the revenues attributable to such Competition represents less than one-fifth of such newly acquired person's revenues and less than one-fifth of such newly acquired person's assets; or (iii) any investment by a member of the Seller Group of up to 20% in another person if the investing member determines in good faith that such investment is primarily motivated by the receipt by the member or one of its Affiliates during affiliates, or a reasonable expectation that the Employee’s employment with the Companymember or one of its affiliates will receive, any business a Contract of a type or nature similar significance (in relation to the business amount of the Company or any investment) for the provision of its Affiliates with goods and/or services, to such customer;person, and the procurement of that Contract alone would not constitute Competition hereunder. (c) solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates; (d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or (e) engage in or participate in the chemical distribution or logistics business. 4.2 Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 The Company and the Employee parties hereto agree that the provisions of durations and worldwide area for which the covenants set forth in this Section 4 do not impose an undue hardship on the Employee and 4.13 are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 4be effective are reasonable. In the event that a any court determines that the time period or such area is unreasonable and that such covenant is to that extent unenforceable, the parties hereto agree that the covenant shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The parties intend that each of the covenants set forth in Sections 4.13(a) and (b) shall be deemed to be a series of separate covenants one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside of the United States of America where such covenant is intended to be effective. The parties hereto agree that damages may be an inadequate remedy for any provision breach of the covenants set forth in this Section 4 4.13 and that each of CSC and the Seller, on the one hand, and Parent and Acquisition, on the other hand (as the case may be), shall, whether or not it is unreasonably broad pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary or extensive, permanent injunctions without bond or other security upon any actual breach of the Employee agrees that covenant contained in this Section 4.13 benefiting such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowedparty.

Nonsolicitation and Noncompetition. 4.1 During the Employee’s employment with the Company, and for (a) For a period expiring eighteen of five (185) months after years commencing on the termination of the Employee’s employment Closing Date (the “Restrictive Restricted Period”), regardless each of the reason, if any, for such termination, Sellers (other than while employed by the Employee Company pursuant to each Seller’s respective Employment Agreement) shall not, in the United States, Western Europe or Canadaand shall not permit any of its Affiliates to, directly or indirectly: , (ai) solicit engage in or entice away or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any other manner persuade Person that engages directly or attempt to persuade indirectly in the Restricted Business in the Territory in any officercapacity, including as a partner, shareholder, member, employee, consultant principal, agent, trustee or agent consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company. Notwithstanding the foregoing, each Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person. (b) During the Restricted Period, each Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.5 shall prevent any Seller or any of its Affiliates to alter or discontinue his or her relationship with from hiring (i) any employee whose employment has been terminated by the Company or its Affiliates;Purchaser or (ii) after 365 days from the date of termination of employment, any employee whose employment has been terminated by the employee. (bc) solicit from any person or entity that was a customer of During the Company or Restricted Period, each Seller shall not, and shall not permit any of its Affiliates during the Employee’s employment with the Companyto, any business of a type directly or nature similar to the business of the Company indirectly, solicit or any of its Affiliates with such customer; (c) solicitentice, divert, or in any other manner persuade or attempt to persuade solicit or entice, any supplier of the Company clients or any of its Affiliates to discontinue its relationship with the Company or its Affiliates; (d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; orpotential clients or customers of the Company for purposes of diverting their business or services from the Company. (d) Each Seller acknowledges that a breach or threatened breach of this Section 6.5 would give rise to irreparable harm to Purchaser, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by any Seller of any such obligations, Purchaser shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). (e) engage in or participate in the chemical distribution or logistics business. 4.2 Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment Each Seller acknowledges and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 The Company and the Employee agree expressly agrees that the provisions of restrictions contained in this Section 4 do not impose an undue hardship on the Employee 6.5 are fair, reasonable and are not injurious to the public; that this provision is necessary to protect the business legitimate interests of the Company Purchaser and its Affiliates; that the nature of the Employee’s responsibilities with the Company under constitute significant and material inducement to Purchaser to enter into this Agreement provide and/or will provide and consummate the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of transactions contemplated by this Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 4Agreement. In the event that a court determines that any provision of covenant contained in this Section 4 6.5 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by Applicable Law in any jurisdiction, then any court is unreasonably broad or extensiveexpressly empowered to reform such covenant, the Employee agrees that and such court should narrow covenant shall be deemed reformed, in such provision jurisdiction to the extent necessary to make it reasonable maximum time, geographic, product or service, or other limitations permitted by Applicable Law. The covenants contained in this Section 6.5 and enforce each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions as narrowedhereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Nonsolicitation and Noncompetition. 4.1 During the Employee’s employment with the CompanyExcept as specifically provided on Schedule 2 hereto, and for a period expiring eighteen (18) months after subject to the termination of the Employee’s employment (the “Restrictive Period”)following sentence, regardless of the reasonExecutive will not, if anyindividually or through an agent, for such terminationherself or on behalf of another, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly: (a) solicit or entice away or in any other manner persuade or attempt to persuade any officer, as an employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates; (b) solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Companydirector, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer; (c) solicitowner, divertpartner, sole proprietor, consultant, agent, representative, shareholder, or in any other manner persuade or attempt capacity whatsoever, during the Non-Compete Period (as defined below): (a) solicit or induce any clients of CAI to persuade terminate or reduce their respective relationships with RBC or CAI, (b) accept any supplier Business from any clients of the Company CAI, or any of its Affiliates to discontinue its enter into a Business relationship with any such clients unless (i) Executive continues to be employed by CAI during the Company Non-Compete Period; and (ii) all compensation from such clients during the Non-Compete Period shall accrue to CAI; (c) solicit any person then employed by CAI to terminate such employment; or its Affiliates; (d) solicit, divert, take away permit Executive's name to be used by or attempt to solicit, divert or take away any customers participate (other than through ownership of less than five percent of the Company stock of a publicly-held corporation whose stock is traded on a national securities exchange or its Affiliates; or on NASDAQ) in any business or enterprise which is competitive with the Business (eas determined on the date of this Agreement and the Closing Date) engage in or participate and which is located in the chemical distribution or logistics business. 4.2 Nothing United States. Notwithstanding the foregoing, the restrictions in Section 4.1 limits the Employee’s ability to hire an employee clauses (a), (b) and (d) of the Company preceding sentence shall not apply after the earlier to occur of (i) the fifth anniversary of the Closing Date or any (ii) the termination of its Affiliates in circumstances under which such employee first contacts the Employee regarding Executive's employment by CAI without cause or by voluntary resignation with Good Reason. Any written notice or oral presentation made jointly by CAI and the Employee does Executive during the Non-Compete Period shall not be deemed to violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 6. 1. In this Section 6.1 the term "Non-Compete Period" means the period beginning on the date hereof and ending on the later to occur of (x) the fifth anniversary of the Closing Date or (y) the second anniversary of the termination (for any reason) of Executive's employment with the RBC Affiliates; provided, however, that if at the end of Year 3 Executive is employed hereunder and RBC has not offered to extend this Agreement for Year 4 is unreasonably broad and Year 5 on terms substantially as favorable to Executive as the terms herein, then the Non-Compete Period shall end at the end of Year 3. In this Section 6.1 the term "Business" means the IA Business. In this Section 6.1 the term "CAI" shall include CAI, any successor in interest to the business of CAI, and any firm or extensive, corporation directly or indirectly controlling or controlled by CAI (or such successor in interest) or under common control with CAI (or such successor in interest) and engaged in the Employee investment management or investment advisory business. Executive agrees that such court should narrow such provision the covenants set forth in this Section 6.1 are reasonable with respect to the extent necessary to make it reasonable duration, geographical area and enforce the provisions as narrowedscope.

Nonsolicitation and Noncompetition. 4.1 5.1. During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “Restrictive Period”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly: (a) solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates; (b) solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer; (c) solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates; (d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or (e) engage in or participate in the chemical distribution or logistics business. 4.2 5.2. Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein. 4.3 5.3. The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time time, geographic scope and scopenature of restricted activities; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed.