Common use of Nonsolicitation and Noncompetition Clause in Contracts

Nonsolicitation and Noncompetition. A. The Executive covenants and agrees that through the date that is three (3) years following the effective date of the Company’s dissolution: (i) The Executive shall not, directly or indirectly, solicit or encourage any Person to cease doing business with ITI or any Affiliate of ITI or solicit or encourage any employee of ITI or of any Affiliate of ITI to cease being an employee of ITI or such Affiliate; provided, that for purposes of the foregoing “Person” and “Affiliate” shall have the meanings set forth under the Asset Purchase Agreement; and (ii) The Executive shall not, directly or indirectly, engage in any activity which would constitute a violation of Section 8.2(e) of the Asset Purchase Agreement, if the Company were to engage in such activity. B. In the event that the Executive breaches any of his material covenants and agreements under Section 8A hereof, and after notice fails to cure any such breach within five (5) business days, then in addition to, and not in lieu of, any and all other remedies that may be available to the Company with respect to such breach, the Executive shall not be entitled to the Stay Bonus or the Severance Payment. C. The Executive has carefully read the provisions of this Section 8 and (i) understands and acknowledges that such provisions are a material inducement on the part of the Company to pay the Stay Bonus and the Severance Payment, and (ii) agrees that the restrictions set forth in this Section 8 are reasonable and reasonably required for the protection of the Company and its stockholders. D. The provisions of this Section 8 shall survive the expiration of the Term of this Agreement or its earlier termination.

Nonsolicitation and Noncompetition. A. The Executive covenants and agrees that through the date that is three (3) years following the effective date of the Company’s dissolution: (i) The , the Executive shall not, directly or indirectly: (i) Perform services which are, solicit or encourage own any Person interest in any entity whose business is, competitive with any business historically conducted by any of the Company’s subsidiaries, except that the foregoing shall not preclude the Executive from owning less than a 5% interest, taking into account interests owned by members of the Executive’s family, in a company whose shares are publicly traded; (ii) Divert or seek to cease doing divert any business with ITI or business opportunity from the Company or any Affiliate subsidiary of ITI or solicit the Company; or (iii) Solicit or encourage any employee of ITI the Company or any subsidiary of any Affiliate of ITI the Company to cease being an employee of ITI the Company or such Affiliate; provided, that for purposes any subsidiary of the foregoing “Person” and “Affiliate” shall have the meanings set forth under the Asset Purchase Agreement; and (ii) The Executive shall not, directly or indirectly, engage in any activity which would constitute a violation of Section 8.2(e) of the Asset Purchase Agreement, if the Company were to engage in such activityCompany. B. In the event that the Executive breaches any of his material covenants and agreements under Section 8A hereof, and after notice fails to cure any such breach within five (5) business days, then in addition to, and not in lieu of, any and all other remedies that may be available to the Company with respect to such breach, the Executive shall not be entitled to the Stay Bonus or the Severance Payment. C. The Executive has carefully read the provisions of this Section 8 and (i) understands and acknowledges that such provisions are a material inducement on the part of the Company to pay the Stay Bonus and the Severance Payment, and (ii) agrees that the restrictions set forth in this Section 8 are reasonable and reasonably required for the protection of the Company and its stockholders. D. The provisions of this Section 8 shall survive the expiration of the Term of this Agreement or its earlier termination.

Nonsolicitation and Noncompetition. A. The Executive covenants and agrees that through the date that is three (3) years following the effective date of the Company’s dissolution: (i) The , the Executive shall not, directly or indirectly, solicit : (i) Solicit or encourage any Person to cease doing business with ITI or any Affiliate of ITI or solicit or encourage any employee of ITI or of any Affiliate of ITI to cease being an employee of ITI or such Affiliate; provided, that for purposes of the foregoing “Person” and “Affiliate” shall have the meanings set forth under the Asset Purchase Agreement; and (ii) The Executive shall not, directly or indirectly, engage Engage in any activity which would constitute a violation of Section 8.2(e) of the Asset Purchase Agreement, if the Company were to engage in such activity. B. In the event that the Executive breaches any of his material covenants and agreements under Section 8A hereof, and after notice fails to cure any such breach within five (5) business days, then in addition to, and not in lieu of, any and all other remedies that may be available to the Company with respect to such breach, the Executive shall not be entitled to the Stay Bonus or the Severance Payment. C. The Executive has carefully read the provisions of this Section 8 and (i) understands and acknowledges that such provisions are a material inducement on the part of the Company to pay the Stay Bonus and the Severance Payment, and (ii) agrees that the restrictions set forth in this Section 8 are reasonable and reasonably required for the protection of the Company and its stockholders. D. The provisions of this Section 8 shall survive the expiration of the Term of this Agreement or its earlier termination.