Common use of OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT Clause in Contracts

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve (12) month period thereafter, the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. (a) The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his their possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. (b) The Executive recognizes and acknowledges that all non-public information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after and for 36 months thereafter except to the extent reasonably necessary in performance of the duties under this Agreement, or as required by law, give to any person, firm, association, corporation or governmental agency any non-public information, including but not limited to information concerning relating to the affairs, business, clients, customers customers, technology or other relationships of the Company except and any Confidential Information as required by lawthat term is defined in the Confident Information and Inventions Agreement. The Executive will not make use of this type of such information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. ., relating to the business of the Company Company, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the Company. Confidential information shall not include information that (i) becomes generally available to the public other than as a result of disclosure by the Executive, (ii) was available to the Executive on a non-confidential basis prior to disclosure to the Executive in connection with his duties to the Company, provided that the source of such information is not known to the Executive to be bound by a confidentiality agreement or other contractual obligation of confidentiality to the Company or (iii) becomes available to the Executive on a non-confidential basis from a source other than the Company (or any agent, employee or affiliate of Company) provided such source is not known to the Executive to be bound by a confidentiality agreement or other contractual obligation of confidentiality to the Company. C. (c) During the Period of Employment and for a twelve (12) month period thereafterEmployment, the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period period of Employment his employment and for a twelve (12) month period following termination of the Period of Employment12 months thereafter, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly manage, consult or work for, serve as employee, officer, director, consultant, agent or subcontractor for, finance, or own any part of or hold exercise management control over any proprietary interest in business or be employed by entity wherein the Executive is directly or receive compensation from any party indirectly engaged in the same development and/or commercialization of a Competitive Product. A “Competitive Product” shall mean any product that contains recombinant platelet-derived growth factor, recombinant insulin-like growth factor, or any recombinant osteoinductive protein, including bone morphogenetic proteins, or any product containing any other protein intended to be used for tissue repair or regeneration. In addition, during such 12 month period Executive will not engage, directly or indirectly, in any business activity or enterprise which is a “Competitive Activity”. For purposes hereof, “Competitive Activity” means the making of investments in or the provision of capital to any enterprise (or an Affiliate), or to any person in connection with any enterprise (or an Affiliate thereof), with respect in which the Company has invested or provided capital or proposed, in writing, to invest or provide capital during the term of the Executive's employment, or to pursue any similar business investment opportunity with any individual or enterprise introduced to the Executive or Company directly in connection with the performance of the Executive's duties to the Company during the term of his employment, in each case in the same geographic areas area of tissue repair or regeneration. For purposes of this restriction, the Company does business; and receipt of stock, stock options or restricted stock for any reason (including as consideration for services or otherwise) shall be deemed an investment in the Executive without express prior written approval from the Board of Directors, will issuing company or any Affiliates thereof. This restriction shall not solicit apply to any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with investment opportunity that has been declined by the Company. For the purposes of the Agreement“Affiliate” shall mean any company, proprietary interest means legal corporation, business or equitable ownershipentity that is controlled by, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entitycontrolling, or ownership of more than 5% of any class of equity interest in under common control with a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly solicit to hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company and its affiliates as may reasonably be requested in connection with any claims or legal actions action in which the Company or any of its affiliates is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Company or any of its affiliates ("Information") is confidential and is a unique and valuable asset of the CompanyCompany or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the his duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his own purposes or for the benefit of any person or organization other than the CompanyCompany or any of its affiliates. The Executive will also use his best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the CompanyCompany or its affiliates. C. i. During the Period of Employment and for a twelve twenty-four (1224) month period thereafterthereafter (the "Restricted Period"), irrespective of the cause, manner or time of any termination, the Executive will not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the CompanyCompany or any of its affiliates. ii. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company or any of its affiliates or in any way that will injure injuring the interest interests of the Company; Company or any of its affiliates. During the Executive Restricted Period, the Executive, without prior express written approval by the Board of Directors of the Company Company, will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged which competes in any way or manner with the business of the Company or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company's and its affiliates' businesses are conducted nationally and internationally and agrees that the provisions in the same or any similar business in foregoing sentence shall operate throughout the same geographic areas the Company does business; United States and the Executive world. iii. During the Restricted Period, the Executive, without express prior written approval from the Board of Directors, will not solicit any members of or the then then-current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operation of any business intended to compete with the CompanyCompany or any of its affiliates. iv. During the Restricted Period, the Executive will not meddle with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of the Company or any of its affiliates. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. v. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term "affiliate" shall include without limitation all subsidiaries and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ licensees of the Company. D. The Executive hereby acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm damages at law may be an insufficient remedy to the Company not compensable in monetary damages if the Executive violates the terms of this Agreement and that the Company shall be entitled, in addition to all other applicable remediesupon making the requisite showing, to a temporary and preliminary and/or permanent injunction and a decree for specific performance injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the terms of covenants contained in this Section IX without being required the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to prove damages an injunction shall be in addition to, and not in limitation of, any other rights or furnish remedies the Company may have. Without limiting the generality of the foregoing, neither party shall oppose any bond motion the other party may make for any expedited discovery or other securityhearing in connection with any alleged breach of this Section IX. E. The Executive shall not be bound by period of time during which the provisions of this Section IX shall be in effect shall be extended by the event length of time during which the Executive is in breach of the default terms hereof as determined by any court of competent jurisdiction on the Company's application for injunctive relief. F. The Executive agrees that the restrictions contained in this Section IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive's agreement to comply with such restrictions, the Company in its obligations under this Agreement which are to be performed upon or after termination of would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be is in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all proprietary information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this proprietary information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his reasonable best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. and documents of any kind relating to the business of the Company whether made by the Executive or otherwise coming into his possession in the course of his employment are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve (12) month period thereafter, the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and and, in the case of (i) through (iii) below, for a twelve (12) month period period, and in the case of (iv) through (vi) below, for a twenty four (24) month period, following termination of the Period of Employmentemployment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not not, directly or indirectly, either as an individual for his own account or as a consultant, partner, joint venturer, employee, agent, officer, director, shareholder or member: (i) make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly (ii) own or hold any proprietary interest in or be employed by by, consult with or receive compensation from from, any party engaged in the same or any similar business as the Company as of the date of termination, in the same geographic United States and other areas where the Company does conducts its business; and the Executive without express prior written approval from the Board of Directors, will not (iii) solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.of

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. (a) The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. (b) The Executive recognizes and acknowledges that all non-public information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after and for 12 months thereafter except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any non-public information concerning the affairs, business, clients, customers or other relationships of the Company Company, except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. ., relating to the business of the Company Company, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the Company. Confidential information shall not include information that (i) becomes generally available to the public other than as a result of disclosure by the Executive, (ii) was available to the Executive on a non-confidential basis prior to disclosure to the Executive in connection with his duties to the Company, provided that the source of such information is not known to the Executive to be bound by a confidentiality agreement or other contractual obligation of confidentiality to the Company or (iii) becomes available to the Executive on a non-confidential basis from a source other than the Company (or any agent, employee or affiliate of Company) provided such source is not known to the Executive to be bound by a confidentiality agreement or other contractual obligation of confidentiality to the Company. C. (c) During the Period period of Employment his employment and for a twelve (12) month period of 12 months thereafter, the Executive will not use his status with engage, directly or indirectly, in any business activity or enterprise which is a “Competitive Activity.” For purposes hereof, “Competitive Activity” means any business or endeavor in which the Company to obtain loansis engaged at the Date of Termination (or, goods or services from another organization on terms that would not be available to him if the Date of Termination occurs after a Change in the absence of his relationship Control, immediately prior to the Company. During Change in Control, including if he becomes involved as an owner, employee, employer, consultant, principal, officer, director, independent contractor, agent, partner, advisor or in any other capacity, with or without compensation, calling for the Period rendition of Employment and for a twelve (12) month period following termination personal services with any individual, partnership, corporation or other organization that is engaged in any part of the Period of EmploymentCompetitive Activity; provided, other than termination due to a Without Cause Terminationhowever, a Constructive Discharge or termination pursuant to Section XI: that the Executive will not make any statements or perform any acts intended to advance the interest be prohibited from owning less than one percent (1%) of any existing or prospective competitors of the Company publicly traded corporation that is in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete competition with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. (d) The Executive acknowledges that his breach or threatened or attempted breach of any provision of this Section IX 8 would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of this Section IX 8 without being required to prove damages or furnish any bond or other security. E. (e) The Executive shall not be bound by the provisions of this Section IX 8 in the event of the default by the Company in its obligations under this Agreement which that are to be performed upon or after termination of this Agreement. (f) For purposes of this Section 8, the “Company” shall include any person or entity that, directly or indirectly, controls or is controlled by the Company or is under common control with the Company.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve (12) month (or in the case of a Change in Control payment under Section XI, a twenty-four (24) month) period thereafterthereafter (the "Noncompete Period"), the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve Noncompete Period: (12i) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; (ii) the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged primarily engaged, in the United States, in the same or any substantially similar business in the same geographic areas as conducted by the Company does businessduring the Period of Employment; and (iii) the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or related to the operation of any business intended to compete with the Company; and (iv) the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or other than ownership of more less than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which that are to be performed upon or after termination of this AgreementAgreement that has not been corrected or remedied within 30 days after Company's receipt of written notice from the Executive specifying such default. F. If the period of time or other restrictions specified in this Section should be adjudged unreasonable at any proceeding, then the period of time or such other restrictions shall be reduced by the elimination or reduction of such portion thereof so that such restrictions may be enforced in a manner adjudged to be reasonable.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. 9.1 The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company and its affiliates as may reasonably be requested in connection with any claims or legal actions action in which the Company or any of its affiliates is or may become a party. The foregoing shall not unreasonably interfere with the Executive’s duties to any successor employer. B. 9.2 The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Company or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the CompanyCompany or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the his duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his own purposes or for the benefit of any person or organization other than the CompanyCompany or any of its affiliates. The Executive will also use his best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the CompanyCompany or its affiliates. C. (a) During the Period of Employment and for a twelve the Post Termination Period thereafter (12) month period thereaftercollectively, the “Restricted Period”), the Executive will not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the CompanyCompany or any of its affiliates. The Post Termination Period means a period of two (2) years following the Executive’s termination of employment if, in connection with such termination, the Executive receives severance under Section 8.1 of this Agreement and the Post Termination Period means a period of one (1) year following the Executive’s termination in all other cases, irrespective of the cause, manner or time of such termination other than a Termination for Cause. (b) During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company or any of its affiliates or in any way that will injure injuring the interest interests of the Company; Company or any of its affiliates. During the Executive Restricted Period, the Executive, without prior express written approval by the Board of Directors Board, will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any party which competes in any way or manner with the business of the Company will not directly or indirectly own any of its affiliates, as such business or hold any proprietary interest in businesses may be conducted from time to time, either as a general or be employed by limited partner, proprietor, common or receive compensation from any party engaged preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s and its affiliates’ businesses are conducted nationally and agrees that the provisions in the same or any similar business in foregoing sentence will operate throughout the same geographic areas United States. (c) During the Company does business; and Restricted Period, the Executive Executive, without express prior written approval from the Board of DirectorsBoard, will not solicit any members of the then then-current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operation of any business intended to compete with the CompanyCompany or any of its affiliates. (d) During the Restricted Period, the Executive will not interfere with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor will the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of the Company or any of its affiliates. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. (e) For the purposes of the this Agreement, “proprietary interest interest” means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term “affiliate” will include without limitation all subsidiaries and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ licensees of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company JTAX and its affiliates as may reasonably be requested in connection with any claims or legal actions action in which the Company JTAX or any of its affiliates is or may become a party. The foregoing shall not unreasonably interfere with the Executive’s duties to any successor employer. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, JTAX or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the CompanyJTAX or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the his duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his own purposes or for the benefit of any person or organization other than the CompanyJTAX or any of its affiliates. The Executive will also use his best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company JTAX or its affiliates, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the CompanyJTAX or its affiliates. C. i. During the Period of Employment and for a twelve the Post Termination Period thereafter (12) month period thereaftercollectively, the “Restricted Period”), the Executive will not use his status with the Company JTAX or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to JTAX or any of its affiliates. The Post Termination Period means a period of two (2) years following the CompanyExecutive’s termination of employment if, in connection with such termination, the Executive receives severance under Section VIII.A. of this Agreement and the Severance Multiplier equals 299%, and the Post Termination Period means a period of one (1) year following the Executive’s termination in all other cases, irrespective of the cause, manner or time of such termination. ii. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company JTAX or any of its affiliates or in any way that will injure injuring the interest interests of JTAX or any of its affiliates. During the Company; Restricted Period, the Executive Executive, without prior express written approval by the Board of Directors of the Company Board, will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged which competes in any way or manner with the business of JTAX or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that JTAX’s and its affiliates’ businesses are conducted nationally and internationally and agrees that the provisions in the same or any similar business in foregoing sentence will operate throughout the same geographic areas the Company does business; United States and the Executive world. iii. During the Restricted Period, the Executive, without express prior written approval from the Board of DirectorsBoard, will not solicit any members of the then then-current clients of the Company JTAX or any of its affiliates for any existing business of JTAX or any of its affiliates or discuss with any employee of the Company JTAX or any of its affiliates information or operation of any business intended to compete with JTAX or any of its affiliates. iv. During the CompanyRestricted Period, the Executive will not interfere with the employees or affairs of JTAX or any of its affiliates or solicit or induce any person who is an employee of JTAX or any of its affiliates to terminate any relationship such person may have with JTAX or any of its affiliates, nor will the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of JTAX or any of its affiliates. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of JTAX or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. v. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term “affiliate” will include without limitation all subsidiaries and temporal scope. For a twelve (12) month period after termination licensees of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the CompanyJTAX. D. The Executive hereby acknowledges that his breach or threatened or attempted breach damages at law may be an insufficient remedy to JTAX if the Executive violates the terms of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages this Agreement and that the Company shall JTAX will be entitled, in addition to all other applicable remediesupon making the requisite showing, to a temporary and preliminary and/or permanent injunction and a decree for specific performance injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the terms of covenants contained in this Section IX without being required the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to prove damages an injunction will be in addition to, and not in limitation of, any other rights or furnish remedies JTAX may have. Without limiting the generality of the foregoing, neither party will oppose any bond motion the other party may make for any expedited discovery or other securityhearing in connection with any alleged breach of this Section IX. E. The Executive shall not be bound by period of time during which the provisions of this Section IX will be in effect will be extended by the event length of time during which the Executive is in breach of the default terms hereof as determined by any court of competent jurisdiction on JTAX’s application for injunctive relief. F. The Executive agrees that the Company restrictions contained in its obligations under this Agreement which Section IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive’s agreement to be performed upon or after termination of comply with such restrictions, JTAX would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable and appropriate advanced notice during or after the Period of EmploymentEmployment and thereafter for a period of eighteen (18) months, furnish information as may be in his possession and cooperate with the Company as may reasonably and customarily be requested in connection with any claims or legal actions in which the Company is or may become a party. After such period, if the Company requests Executive’s cooperation, the Executive’s cooperation with the Company shall be provided only after compensation for such cooperation has been established and agreed to by Executive. Such compensation shall be reasonably determined by market rates for similar professional consulting services. B. The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment plus, provided that the Company is required to make (and makes) or otherwise voluntarily makes the Severance Payment, for a twelve an eighteen (1218) month period thereafterthereafter (the “Noncompete Period”), the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve Noncompete Period: (12i) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; (ii) the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in a business that provides any goods or services within the same United States of the type that are competitive with the goods and services provided by the Company or any similar business in of its Subsidiaries (but without regard to any other affiliates) as of the same geographic areas the Company does businessdate of Termination; and (iii) the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, “proprietary interest interest” means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve six (126) month period after termination of the Period of Employment for any reason, the Executive shall not directly or indirectly solicit or engage in a transaction for the acquisition of all or any part of the assets or equity interests or any partnership, joint venture or other business relationship for any entity with which the Company has a letter of intent as of the date of termination or has actively engaged in negotiations for a transaction of the type described above at any time during the prior six (6) months. For an eighteen (18) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm . Notwithstanding anything to the Company not compensable contrary contained herein, if following a Change of Control there is a Without Cause termination or a Constructive Discharge, then the noncompete restrictions set forth in monetary damages and that item (ii) of the Company first sentence of this Section C shall be entitledeliminated (without reducing or changing the payment and benefits obligations in Section VIII.A.) or, in addition to all other applicable remediesif the Modified Payment is made, to a temporary and permanent injunction and a decree for specific performance shall be fixed at twelve (12) months. For purposes of this Section, the term “Modified Payment” shall mean changing the amount of the terms of payment due under Section IX without being required to prove damages or furnish any bond or other securityVIII.A. by replacing “one hundred and fifty percent (150%)” with “two hundred percent (200%)”. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company and its affiliates as may be reasonably be requested in connection with any claims or legal actions action in which the Company or any of its affiliates is or may become a party, and the Company will reimburse the Executive for any expenses incurred by the Executive in connection therewith. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Company or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the CompanyCompany or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the his duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his own purposes or for the benefit of any person or organization other than the CompanyCompany or any of its affiliates. The Executive will also use his best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the CompanyCompany or its affiliates. C. i. During the Period of Employment and for a twelve two-year period thereafter (12) month period thereafterthe “Restricted Period”), irrespective of the cause, manner or time of any termination, the Executive will not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the CompanyCompany or any of its affiliates. ii. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company or any of its affiliates or in any way that will injure injuring the interest interests of the Company; Company or any of its affiliates. During the Executive Restricted Period, the Executive, without prior express written approval by the Board of Directors Board, will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any party which competes in any way or manner with the business of the Company will not directly or indirectly own any of its affiliates, as such business or hold any proprietary interest in businesses may be conducted from time to time, either as a general or be employed by limited partner, proprietor, common or receive compensation from any party engaged preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s and its affiliates’ businesses are conducted nationally and internationally and agrees that the provisions in the same or any similar business in foregoing sentence will operate throughout the same geographic areas the Company does business; United States and the Executive world. iii. During the Restricted Period, the Executive, without express prior written approval from the Board of DirectorsBoard, will not solicit any members of or the then then-current clients of the Company or discuss any of its affiliates for any existing business of the Company or any of its affiliates. iv. During the Restricted Period, the Executive will not interfere with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor will the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of the Company or any of its affiliates. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company information or operation any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any business intended to compete with the Company. such employee. v. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term “affiliate” means all subsidiaries and temporal scope. For a twelve (12) month period after termination licensees of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Companyapplicable entity. D. The Executive hereby acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm damages at law may be an insufficient remedy to the Company not compensable in monetary damages if the Executive violates the terms of this Agreement and that the Company shall will be entitled, upon making the requisite showing, to preliminary and/or permanent injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the covenants contained in this Section VIII without the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to an injunction will be in addition to all to, and not in limitation of, any other applicable remedies, to a temporary and permanent injunction and a decree for specific performance rights or remedies the Company may have. Without limiting the generality of the terms foregoing, neither party will oppose any motion the other party may make for any expedited discovery or hearing in connection with any alleged breach of this Section IX without being required to prove damages or furnish any bond or other securityVIII. E. The Executive shall not be bound by period of time during which the provisions of this Section IX VIII will be in effect will be extended by the event length of time during which the Executive is in breach of the default terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief. F. The Executive agrees that the restrictions contained in this Section VIII are an essential element of the compensation the Executive is granted hereunder and but for the Executive’s agreement to comply with such restrictions, the Company in its obligations under this Agreement which are to be performed upon or after termination of would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company Cendant and its affiliates as may reasonably be requested in connection with any claims or legal actions action in which the Company Cendant or any of its affiliates is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Cendant or any of its affiliates ("Information") is confidential and is a unique and valuable asset of the CompanyCendant or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the his duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his own purposes or for the benefit of any person or organization other than the CompanyCendant or any of its affiliates. The Executive will also use his best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company Cendant or its affiliates, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the CompanyCendant or its affiliates. C. i. During the Period of Employment and for a twelve two (122) month year period thereafterthereafter (the "Restricted Period"), the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination irrespective of the Period cause, manner or time of Employmentany termination, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company Cendant or any of its affiliates or in any way that will injure injuring the interest interests of Cendant or any of its affiliates. During the Company; Restricted Period, the Executive Executive, without prior express written approval by the Board of Directors of the Company (which will not be unreasonably withheld), will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged which competes with the business of Cendant or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that Cendant's and its affiliates' businesses are conducted nationally and internationally and agrees that the provisions in the same or any similar business in foregoing sentence will operate throughout the same geographic areas the Company does business; United States and the Executive world. ii. During the Restricted Period, the Executive, without express prior written approval from the Board of DirectorsBoard, will not solicit any members of or the then then-current clients of the Company Cendant or any of its affiliates for any existing business of Cendant or any of its affiliates or discuss with any employee of the Company information Cendant or any of its affiliates in- formation or operation of any business intended to compete with Cendant or any of its affiliates. iii. During the CompanyRestricted Period, the Executive will not interfere with the employees or affairs of Cendant or any of its affiliates or solicit or induce any person who is an employee of Cendant or any of its affiliates to terminate any relationship such person may have with Cendant or any of its affiliates, nor will the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of Cendant or any of its affiliates. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of Cendant or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. iv. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 510% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term "affiliate" will include without limitation all subsidiaries and temporal scope. For a twelve (12) month period after termination licensees of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the CompanyCendant. D. The Executive hereby acknowledges that his breach or threatened or attempted breach damages at law may be an insufficient remedy to Cendant if the Executive violates the terms of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages this Agreement and that the Company shall Cendant will be entitled, in addition to all other applicable remediesupon making the requisite showing, to a temporary and preliminary and/or permanent injunction and a decree for specific performance injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the terms of covenants contained in this Section IX without being required the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to prove damages an injunction will be in addition to, and not in limitation of, any other rights or furnish remedies Cendant may have. Without limiting the generality of the foregoing, neither party will oppose any bond motion the other party may make for any expedited discovery or other securityhearing in connection with any alleged breach of this Section IX. E. The Executive shall not be bound by period of time during which the provisions of this Section IX will be in effect will be extended by the event length of time during which the Executive is in breach of the default terms hereof as determined by any court of competent jurisdiction on Cendant's application for injunctive relief. F. The Executive agrees that the Company restrictions contained in its obligations under this Agreement which Section IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive's agreement to be performed upon or after termination of comply with such restrictions, Cendant would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all confidential information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not not, during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any confidential information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve twenty-four (1224) month period thereafter, (i) the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment Company and for a twelve (12ii) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; . During the Executive Period of Employment and for a twenty-four (24) month period following termination of the Period of Employment for any reason: (i) the Executive, without prior express written approval by the Board of Directors of the Company Company, will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and (ii) the Executive Executive, without express prior written approval from the Board of DirectorsCompany, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve twenty-four (1224) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX 8 would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX 8 without being required to prove damages or furnish any bond or other security. E. The Executive If the period of time or other restrictions specified in this Section should be adjudged unreasonable at any proceeding, then the period of time or such other restrictions shall not be bound reduced by the provisions elimination or reduction of Section IX such portion thereof so that such restrictions may be enforced in the event of the default by the Company in its obligations under this Agreement which are a manner adjudged to be performed upon or after termination of this Agreementreasonable.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve (12) month period thereafter, the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company Cendant and its affiliates as may be reasonably be requested in connection with any claims or legal actions action in which the Company Cendant or any of its affiliates is or may become a party, and Cendant shall reimburse the Executive for any expenses incurred by the Executive in connection therewith. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Cendant or any of its affiliates ("Information") is confidential and is a unique and valuable asset of the CompanyCendant or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the his duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his own purposes or for the benefit of any person or organization other than the CompanyCendant or any of its affiliates. The Executive will also use his best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company Cendant or its affiliates, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the CompanyCendant or its affiliates. C. i. During the Period of Employment and for a twelve an eighteen (1218) month period thereafterthereafter (the "Restricted Period"), irrespective of the cause, manner or time of any termination, the Executive will not use his status with the Company Cendant or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the CompanyCendant or any of its affiliates. ii. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company Cendant or any of its affiliates or in any way that will injure injuring the interest interests of Cendant or any of its affiliates. During the Company; Restricted Period, the Executive Executive, without prior express written approval by the Board of Directors of the Company Board, will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged which competes in any way or manner with the business of Cendant or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that Cendant's and its affiliates' businesses are conducted nationally and internationally and agrees that the provisions in the same or any similar business in foregoing sentence will operate throughout the same geographic areas the Company does business; United States and the Executive world. iii. During the Restricted Period, the Executive, without express prior written approval from the Board of DirectorsBoard, will not solicit any members of or the then then-current clients of the Company Cendant or any of its affiliates for any existing business of Cendant or any of its affiliates or discuss with any employee of the Company Cendant or any of its affiliates information or operation of any business intended to compete with Cendant or any of its affiliates. iv. During the CompanyRestricted Period, the Executive will not interfere with the employees or affairs of Cendant or any of its affiliates or solicit or induce any person who is an employee of Cendant or any of its affiliates to terminate any relationship such person may have with Cendant or any of its affiliates, nor will the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of Cendant or any of its affiliates. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of Cendant or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. v. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term "affiliate" means all subsidiaries and temporal scope. For a twelve (12) month period after termination licensees of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Companyapplicable entity. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his the Executive’s possession and fully cooperate with the Company and its affiliates as may reasonably be requested in connection with any claims or legal action in which the Company or any of its affiliates is or may become a party. During the Period of Employment, the Executive will comply in all respects with the Company’s Business Principles, policies and standards. After the Period of Employment, the Executive will cooperate as reasonably requested with the Company and its affiliates in connection with any claims or legal actions in which the Company or any of its affiliates is or may become a party.. The Company agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by the Executive by reason of such cooperation, including any loss of salary due, to the extent permitted by law, and the Company will make reasonable efforts to minimize interruption of the Executive’s life in connection with the Executive’s cooperation in such matters as provided for in this Section VII-A. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Company or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the CompanyCompany or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the Executive’s duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his the Executive’s own purposes or for the benefit of any person or organization other than the CompanyCompany or any of its affiliates. The Executive will also use his the Executive’s best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into his possession the Executive’s possession, are confidential and will remain the property of the CompanyCompany or its affiliates. C. During the Period of Employment (as may be extended from time to time) and for a twelve the Post Employment Period (12) month period thereafteras defined below and, together with the Period of Employment, the “Restricted Period”), irrespective of the cause, manner or time of any termination, the Executive will not use his the Executive’s status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him the Executive in the absence of his the Executive’s relationship to the CompanyCompany or any of its affiliates. Notwithstanding the provisions set forth herein, the Executive may disclose the Executive’s employment relationship with the Company in connection with a personal loan application. i. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which reasonably could have the effect of advancing the interest of any existing or prospective competitors of the Company or any of its affiliates or in any way that will injuring or intending to injure the interest of the Company; the Executive without prior express written approval by the Board of Directors interests of the Company or any of its affiliates. During the Restricted Period, the Executive will not not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, engage in, or directly or indirectly (whether for compensation or otherwise), own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged in or business which competes with the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s and its affiliates’ businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence will operate throughout the United States and the world. ii. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly, request or advise any then current client, customer or supplier of the Company to withdraw, curtail or cancel its business with the Company or any of its affiliates, or solicit or contact any such client, customer or supplier with a view to inducing or encouraging such client, customer or supplier to discontinue or curtail any business relationship with the Company or any of its affiliates. The Executive will not have discussions with any employee of the Company or any of its affiliates regarding information or operation of plans for any business intended to compete with the Company or any of its affiliates. iii. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly cause, solicit, entice or induce (or endeavor to cause, solicit, entice or induce) any present or future employee or independent contractor of the Company or any of its affiliates to leave the employ of, or otherwise terminate its relationship with, the Company or any of its affiliates or to accept employment with, provide services to or receive compensation from the Executive or any person, firm, company, association or other entity with which the Executive is now or may hereafter become associated. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its subsidiaries or affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. iv. For the purposes of the this Agreement, the term “proprietary interest interest” means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company (unless such ownership of a publicly-held company is 5% or less); the covenants contained herein are reasonable as to geographic term “affiliate” includes without limitation all subsidiaries, joint venturers and temporal scope. For a twelve licensees of the Company (12including, without limitation, any affiliated individuals or entities); and the term, “Post Employment Period” means either (1) month period after termination if the Executive’s employment terminates for any reason at such time following the expiration of the Period of Employment for any reasonhereunder, a period of one year following the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after Executive’s termination of this Agreementemployment; or (2) if the Executive’s employment terminates during the Period of Employment hereunder, a period of two years following the Executive’s termination of employment.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. (a) The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. (b) The Executive recognizes and acknowledges that all non-public information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after and for 12 months thereafter except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any non-public information concerning the affairs, business, clients, customers or other relationships of the Company Company, except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. ., relating to the business of the Company Company, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the Company. Confidential information shall not include information that (i) becomes generally available to the public other than as a result of disclosure by the Executive, (ii) was available to the Executive on a non-confidential basis prior to disclosure to the Executive in connection with his duties to the Company, provided that the source of such information is not known to the Executive to be bound by a confidentiality agreement or other contractual obligation of confidentiality to the Company or (iii) becomes available to the Executive on a non-confidential basis from a source other than the Company (or any agent, employee or affiliate of Company) provided such source is not known to the Executive to be bound by a confidentiality agreement or other contractual obligation of confidentiality to the Company. C. (c) During the Period period of Employment his employment and for a twelve (12) month period of 12 months thereafter, the Executive will not use his status engage, directly or indirectly, in any business activity or enterprise which is a "Competitive Activity." For purposes hereof, "Competitive Activity" means the making of investments in or the provision of capital to any enterprise, or to any person in connection with any enterprise, with respect in which the Company has invested or provided capital or proposed, in writing, to invest or provide capital during the term of the Executive's employment, or to pursue any similar investment opportunity with any individual or enterprise introduced to the Executive or Company directly in connection with the performance of the Executive's duties to the Company to obtain loansduring the term of his employment, goods or services from another organization on terms that would not be available to him in each case in the absence area of his relationship health-care services. This restriction shall not apply to any investment opportunity that has been declined by the Company. During the Period of Employment and for a twelve (12) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company Company, except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company Company, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve (12) month period thereafter, the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive Executive, without prior express written approval by the Board of Directors of the Company Company, will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar behavioral health business in the same geographic areas the Company does business; and the Executive Executive, without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 51% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, will with reasonable notice during or after the Period of Employment, Employment furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after after, except to the extent reasonably necessary in performance of the his duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment and upon a Termination for Cause, for a twelve (12) -month period thereafter, thereafter the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of the Period of Employmentsuch period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and . During such period, the Executive without express prior written approval from the Board of Directors, Directors will not solicit any members of the then then-current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges parties desire that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX are enforced to the fullest extent permissible under the laws and public policies applied in the event jurisdictions in which enforcement is sought. If any portion of Section IX is judged to be invalid or unenforceable, Section IX will be amended to conform to the default by legal changes so that the Company in its obligations under remainder of this Agreement which are to be performed upon or after termination of this Agreementremains in effect.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, will with reasonable notice during or after the Period of Employment, Employment furnish information as may be in his her possession and fully cooperate with the Company and its affiliates as may reasonably be requested in connection with any claims or legal actions action in which the Company or any of its affiliates is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Company or any of its affiliates ("Information") is confidential and is a unique and valuable asset of the CompanyCompany or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the her duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his her own purposes or for the benefit of any person or organization other than the CompanyCompany or any of its affiliates. The Executive will also use his her best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates whether made by the Executive or otherwise coming into his her possession are confidential and will remain the property of the CompanyCompany or its affiliates. C. I. During the Period of Employment and for a twelve two (122) month period thereafteryears thereafter (the "Restricted Period"), irrespective of the cause, manner or time of any termination, the Executive will not use his her status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him her in the absence of his her relationship to the CompanyCompany or any of its affiliates. II. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company or any of its affiliates or in any way that will injure injuring the interest interests of the Company; Company or any of its affiliates. During the Restricted Period, the Executive will not, without prior express written approval by the Board of Directors of the Company will not Company, engage in, or directly or indirectly (whether for compensation or otherwise) own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged which competes in any way or manner with the business of the Company or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company's and its affiliates' businesses are conducted nationally and internationally and agrees that the provisions in the same or any similar business in foregoing sentence shall operate throughout the same geographic areas the Company does business; United States and the Executive World. III. During the Restricted Period, the Executive, without express prior written approval from the Board of Directors, will not solicit any members of or the then current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operation of any business intended to compete with the CompanyCompany or any of its affiliates. IV. During the Restricted Period, the Executive will not meddle with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of the Company or any of its affiliates. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. V. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term "affiliate" shall include without limitation all subsidiaries and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ licensees of the Company. D. The Executive hereby acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm damages at law may be an insufficient remedy to the Company not compensable in monetary damages if the Executive violates the terms of this Agreement and that the Company shall be entitled, in addition to all other applicable remediesupon making the requisite showing, to a temporary and preliminary and/or permanent injunction and a decree for specific performance injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the terms of covenants contained in this Section IX without being required the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to prove damages an injunction shall be in addition to, and not in limitation of, any other rights or furnish remedies the Company may have. Without limiting the generality of the foregoing, neither party shall oppose any bond motion the other party may make for any expedited discovery or other securityhearing in connection with any alleged breach of this Section IX. E. The Executive shall not be bound by period of time during which the provisions of this Section IX shall be in effect shall be extended by the event length of time during which the Executive is in breach of the default terms hereof as determined by any court of competent jurisdiction on the Company's application for injunctive relief. F. The Executive agrees that the restrictions contained in this Section IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive's agreement to comply with such restrictions, the Company in its obligations under this Agreement which are to be performed upon or after termination of would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his the Executive’s possession and fully cooperate with the Company and its affiliates as may reasonably be requested in connection with any claims or legal action in which the Company or any of its affiliates is or may become a party. During the Period of Employment, the Executive will comply in all respects with the Company’s Business Principles, policies and standards. After the Period of Employment, the Executive will cooperate as reasonably requested with the Company and its affiliates in connection with any claims or legal actions in which the Company or any of its affiliates is or may become a party.. After the Period of Employment, the Company agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by the Executive by reason of such cooperation, including any loss of salary due, to the extent permitted by law, and the Company will make reasonable efforts to minimize interruption of the Executive’s life in connection with the Executive’s cooperation in such matters as provided for in this Section VII-A. B. A. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Company or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the CompanyCompany or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the Executive’s duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his the Executive’s own purposes or for the benefit of any person or organization other than the CompanyCompany or any of its affiliates. The Executive will also use his the Executive’s best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into his possession the Executive’s possession, are confidential and will remain the property of the CompanyCompany or its affiliates. C. B. During the Period of Employment (as may be extended from time to time) and for a twelve the Post Employment Period (12) month period thereafteras defined below and, together with the Period of Employment, the “Restricted Period”), irrespective of the cause, manner or time of any termination, the Executive will not use his the Executive’s status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him the Executive in the absence of his the Executive’s relationship to the CompanyCompany or any of its affiliates. Notwithstanding the provisions set forth herein, the Executive may disclose the Executive’s employment relationship with the Company in connection with a personal loan application. a. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which reasonably could have the effect of advancing the interest of any existing or prospective competitors of the Company or any of its affiliates or in any way that will injuring or intending to injure the interest of the Company; the Executive without prior express written approval by the Board of Directors interests of the Company or any of its affiliates. During the Restricted Period, the Executive will not not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, engage in, or directly or indirectly (whether for compensation or otherwise), own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged in or business which competes with the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s and its affiliates’ businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence will operate throughout the United States and the world. a. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly, request or advise any then current client, customer or supplier of the Company to withdraw, curtail or cancel its business with the Company or any of its affiliates, or solicit or contact any such client, customer or supplier with a view to inducing or encouraging such client, customer or supplier to discontinue or curtail any business relationship with the Company or any of its affiliates. The Executive will not have discussions with any employee of the Company or any of its affiliates regarding information or operation of plans for any business intended to compete with the Company or any of its affiliates. b. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly cause, solicit, entice or induce (or endeavor to cause, solicit, entice or induce) any present or future employee or independent contractor of the Company or any of its affiliates to leave the employ of, or otherwise terminate its relationship with, the Company or any of its affiliates or to accept employment with, provide services to or receive compensation from the Executive or any person, firm, company, association or other entity with which the Executive is now or may hereafter become associated. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its subsidiaries or affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. c. For the purposes of the this Agreement, the term “proprietary interest interest” means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company (unless such ownership of a publicly-held company is 5% or less); the covenants contained herein are reasonable as to geographic term “affiliate” includes without limitation all subsidiaries, joint venturers and temporal scope. For a twelve licensees of the Company (12including, without limitation, any affiliated individuals or entities); and the term, “Post Employment Period” means either (a) month period after termination if the Executive’s employment terminates for any reason at such time following the expiration of the Period of Employment for any reasonhereunder, a period of one year following the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after Executive’s termination of this Agreementemployment; or (b) if the Executive’s employment terminates during the Period of Employment hereunder, a period of two years following the Executive’s termination of employment.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company and its affiliates as may reasonably be requested in connection with any claims or legal actions action in which the Company or any of its affiliates is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Company or any of its affiliates ("Information") is confidential and is a unique and valuable asset of the CompanyCompany or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the his duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his own purposes or for the benefit of any person or organization other than the CompanyCompany or any of its affiliates. The Executive will also use his best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the CompanyCompany or its affiliates. C. i. During the Period of Employment and for a twelve twenty-four (1224) month period thereafterthereafter (the "Restricted Period"), irrespective of the cause, manner or time of any termination, the Executive will not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the CompanyCompany or any of its affiliates. ii. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company or any of its affiliates or in any way that will injure injuring the interest interests of the Company; Company or any of its affiliates. During the Executive Restricted Period, the Executive, without prior express written approval by the Board of Directors of the Company Company, will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged which competes in any way or manner with the business of the Company or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company's and its affiliates' businesses are conducted nationally and internationally and agrees that the provisions in the same or any similar business in foregoing sentence shall operate throughout the same geographic areas the Company does business; United States and the Executive world. iii. During the Restricted Period, the Executive, without express prior written approval from the Board of Directors, will not solicit any members of or the then then-current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with -11- any employee of the Company or any of its affiliates information or operation of any business intended to compete with the CompanyCompany or any of its affiliates. iv. During the Restricted Period, the Executive will not meddle with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of the Company or any of its affiliates. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. v. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term "affiliate" shall include without limitation all subsidiaries and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ licensees of the Company. D. The Executive hereby acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm damages at law may be an insufficient remedy to the Company not compensable in monetary damages if the Executive violates the terms of this Agreement and that the Company shall be entitled, in addition to all other applicable remediesupon making the requisite showing, to a temporary and preliminary and/or permanent injunction and a decree for specific performance injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the terms of covenants contained in this Section IX without being required the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to prove damages an injunction shall be in addition to, and not in limitation of, any other rights or furnish remedies the Company may have. Without limiting the generality of the foregoing, neither party shall oppose any bond motion the other party may make for any expedited discovery or other securityhearing in connection with any alleged breach of this Section IX. E. The Executive shall not be bound by period of time during which the provisions of this Section IX shall be in effect shall be extended by the event length of time during which the Executive is in breach of the default terms hereof as determined by any court of competent jurisdiction on the Company's application for injunctive relief. F. The Executive agrees that the restrictions contained in this Section IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive's agreement to comply with such restrictions, the Company in its obligations under this Agreement which are to be performed upon or after termination of would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company Cendant and its affiliates as may reasonably be requested in connection with any claims or legal actions action in which the Company Cendant or any of its affiliates is or may become a party; provided, that such cooperation does not impose unreasonable hardship on the Executive and; further, provided, that Cendant reimburses the Executive for reasonable expenses. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs, business, results of operations, accounting methods, practices and procedures, members, acquisition candidates, financial condition, clients, customers or other relationships of the Company, as hereinafter defined, Cendant or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the CompanyCendant or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the his duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his own purposes or for the benefit of any person or organization other than the CompanyCendant or any of its affiliates. The Executive will also use his best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company Cendant or its affiliates, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the CompanyCendant or its affiliates. C. i. During the Period of Employment and for a twelve two (122) month year period thereafterthereafter (the “Restricted Period”), irrespective of the cause, manner or time of any termination, the Executive will not use his status with the Company Cendant or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the CompanyCendant or any of its affiliates. ii. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company Cendant or any of its affiliates or in any way that will injure injuring the interest interests of Cendant or any of its affiliates. During the Company; Restricted Period, the Executive Executive, without prior express written approval by the Board of Directors of the Company Board, will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged which competes in any way or manner with the business of Cendant, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that Cendant’s businesses are conducted nationally and internationally and agrees that the provisions in the same or any similar business in foregoing sentence will operate throughout the same geographic areas the Company does business; United States and the Executive world. iii. During the Restricted Period, the Executive, without express prior written approval from the Board of DirectorsBoard, will not solicit any members of or the then then-current clients of the Company Cendant or any of its affiliates for any existing business of Cendant or any of its affiliates or discuss with any employee of the Company Cendant or any of its affiliates information or operation of any business intended to compete with Cendant or any of its affiliates. iv. During the CompanyRestricted Period, the Executive will not interfere with the employees or affairs of Cendant or any of its affiliates or solicit or induce any person who is an employee of Cendant or any of its affiliates to terminate any relationship such person may have with Cendant or any of its affiliates, nor will the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of Cendant or any of its affiliates. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of Cendant or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. v. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term “affiliate” will include without limitation all subsidiaries and temporal scope. For a twelve (12) month period after termination licensees of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the CompanyCendant. D. The Executive hereby acknowledges that his breach or threatened or attempted breach damages at law may be an insufficient remedy to Cendant if the Executive violates the terms of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages this Agreement and that the Company shall Cendant will be entitled, in addition to all other applicable remediesupon making the requisite showing, to a temporary and preliminary and/or permanent injunction and a decree for specific performance injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the terms of covenants contained in this Section IX without being required the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to prove damages an injunction will be in addition to, and not in limitation of, any other rights or furnish remedies Cendant may have. Without limiting the generality of the foregoing, neither party will oppose any bond motion the other party may make for any expedited discovery or other securityhearing in connection with any alleged breach of this Section IX. E. The Executive shall not be bound by period of time during which the provisions of this Section IX will be in effect will be extended by the event length of time during which the Executive is in breach of the default terms hereof as determined by any court of competent jurisdiction on Cendant’s application for injunctive relief. F. The Executive agrees that the Company restrictions contained in its obligations under this Agreement which Section IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive’s agreement to be performed upon or after termination of comply with such restrictions, Cendant would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment plus, provided that the Company is required to make (and makes) or otherwise voluntarily makes the Severance Payment, for a twelve (12) month period thereafterthereafter (the “Noncompete Period”), the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve Noncompete Period: (12i) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; (ii) the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and (iii) the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, “proprietary interest interest” means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a six (6) month period after termination of the Period of Employment for any reason, the Executive shall not directly or indirectly solicit or engage in a transaction for the acquisition of all or any part of the assets or equity interests or any partnership, joint venture or other business relationship for any entity with which the Company has a letter of intent as of the date of termination or has actively engaged in negotiations for a transaction of the type described above at any time during the prior six (6) months. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of this Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of this Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of this Section IX in the event of the default by the Company in its obligations under this Agreement Agreement, which are to be performed upon or after termination of this Agreement. F. If the period of time or other restrictions specified in this Section should be adjudged unreasonable at any proceeding, then the period of time or such other restrictions shall be reduced by the elimination or reduction of such portion thereof so that such restrictions may be enforced in a manner adjudged to be reasonable.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. (a) The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his their possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. (b) The Executive recognizes and acknowledges that all non-public information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after and for 36 months thereafter except to the extent reasonably necessary in performance of the duties under this Agreement, or as required by law, give to any person, firm, association, corporation or governmental agency any non-public information, including but not limited to information concerning relating to the affairs, business, clients, customers customers, technology or other relationships of the Company except and any Confidential Information as required by lawthat term is defined in the Confident Information and Inventions Agreement. The Executive will not make use of this type of such information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. ., relating to the business of the Company Company, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the Company. Confidential information shall not include information that (i) becomes generally available to the public other than as a result of disclosure by the Executive, (ii) was available to the Executive on a non-confidential basis prior to disclosure to the Executive in connection with his duties to the Company, provided that the source of such information is not known to the Executive to be bound by a confidentiality agreement or other contractual obligation of confidentiality to the Company or (iii) becomes available to the Executive on a non-confidential basis from a source other than the Company (or any agent, employee or affiliate of Company) provided such source is not known to the Executive to be bound by a confidentiality agreement or other contractual obligation of confidentiality to the Company. C. (c) During the Period of Employment and for a twelve (12) month period thereafterEmployment, the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period period of Employment his employment and for a twelve (12) month period following termination of the Period of Employment12 months thereafter, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly manage, consult or work for, serve as employee, officer, director, consultant, agent or subcontractor for, finance, or own any part of or hold exercise management control over any proprietary interest in business or be employed by entity wherein the Executive is directly or receive compensation from any party indirectly engaged in the same development and/or commercialization of a Competitive Product. A “Competitive Product” shall mean any product intended for use in orthopedics, that contains recombinant platelet-derived growth factor, recombinant insulin-like growth factor, or any recombinant osteoinductive protein, including bone morphogenetic proteins or any product containing any other protein intended to be used for tissue repair or regeneration. In addition, during such 12 month period Executive will not engage, directly or indirectly, in any business activity or enterprise which is a “Competitive Activity”. For purposes hereof, “Competitive Activity” means the making of investments in or the provision of capital to any enterprise (or an Affiliate), or to any person in connection with any enterprise (or an Affiliate thereof), with respect in which the Company has invested or provided capital or proposed, in writing, to invest or provide capital during the term of the Executive’s employment, or to pursue any similar business investment opportunity with any individual or enterprise introduced to the Executive or Company directly in connection with the performance of the Executive’s duties to the Company during the term of his employment, in each case in the same geographic areas area of tissue repair or regeneration. For purposes of this restriction, the Company does business; and receipt of stock, stock options or restricted stock for any reason (including as consideration for services or otherwise) shall be deemed an investment in the Executive without express prior written approval from the Board of Directors, will issuing company or any Affiliates thereof. This restriction shall not solicit apply to any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with investment opportunity that has been declined by the Company. For the purposes of the Agreement“Affiliate” shall mean any company, proprietary interest means legal corporation, business or equitable ownershipentity that is controlled by, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entitycontrolling, or ownership of more than 5% of any class of equity interest in under common control with a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly solicit to hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company PHH and its affiliates as may reasonably be requested in connection with any claims or legal actions action in which the Company PHH or any of its affiliates is or may become a party. The foregoing shall not unreasonably interfere with the Executive’s duties to any successor employer. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, PHH or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the CompanyPHH or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the his duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his own purposes or for the benefit of any person or organization other than the CompanyPHH or any of its affiliates. The Executive will also use his best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company PHH or its affiliates, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the CompanyPHH or its affiliates. C. i. During the Period of Employment and for a twelve the Post Termination Period thereafter (12) month period thereaftercollectively, the “Restricted Period”), the Executive will not use his status with the Company PHH or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to PHH or any of its affiliates. The Post Termination Period means a period of two (2) years following the CompanyExecutive’s termination of employment if, in connection with such termination, the Executive receives severance under Section VIII.A. of this Agreement, and the Post Termination Period means a period of one (1) year following the Executive’s termination in all other cases, irrespective of the cause, manner or time of such termination. ii. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company PHH or any of its affiliates or in any way that will injure injuring the interest interests of PHH or any of its affiliates. During the Company; Restricted Period, the Executive Executive, without prior express written approval by the Board of Directors of the Company Board, will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged which competes in any way or manner with the business of PHH or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that PHH’s and its affiliates’ businesses are conducted nationally and internationally and agrees that the provisions in the same or any similar business in foregoing sentence will operate throughout the same geographic areas the Company does business; United States and the Executive world. iii. During the Restricted Period, the Executive, without express prior written approval from the Board of DirectorsBoard, will not solicit any members of the then then-current clients of the Company PHH or any of its affiliates for any existing business of PHH or any of its affiliates or discuss with any employee of the Company PHH or any of its affiliates information or operation of any business intended to compete with PHH or any of its affiliates. iv. During the CompanyRestricted Period, the Executive will not interfere with the employees or affairs of PHH or any of its affiliates or solicit or induce any person who is an employee of PHH or any of its affiliates to terminate any relationship such person may have with PHH or any of its affiliates, nor will the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of PHH or any of its affiliates. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of PHH or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. v. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term “affiliate” will include without limitation all subsidiaries and temporal scope. For a twelve (12) month period after termination licensees of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the CompanyPHH. D. The Executive hereby acknowledges that his breach or threatened or attempted breach damages at law may be an insufficient remedy to PHH if the Executive violates the terms of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages this Agreement and that the Company shall PHH will be entitled, in addition to all other applicable remediesupon making the requisite showing, to a temporary and preliminary and/or permanent injunction and a decree for specific performance injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the terms of covenants contained in this Section IX without being required the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to prove damages an injunction will be in addition to, and not in limitation of, any other rights or furnish remedies PHH may have. Without limiting the generality of the foregoing, neither party will oppose any bond motion the other party may make for any expedited discovery or other securityhearing in connection with any alleged breach of this Section IX. E. The Executive shall not be bound by period of time during which the provisions of this Section IX will be in effect will be extended by the event length of time during which the Executive is in breach of the default terms hereof as determined by any court of competent jurisdiction on PHH’s application for injunctive relief. F. The Executive agrees that the Company restrictions contained in its obligations under this Agreement which Section IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive’s agreement to be performed upon or after termination of comply with such restrictions, PHH would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. (a) The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his their possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. (b) The Executive recognizes and acknowledges that all non-public information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after and for 36 months thereafter except to the extent reasonably necessary in performance of the duties under this Agreement, or as required by law, give to any person, firm, association, corporation or governmental agency any non-public information, including but not limited to information concerning relating to the affairs, business, clients, customers customers, technology or other relationships of the Company except and any Confidential Information as required by lawthat term is defined in the Confident Information and Inventions Agreement. The Executive will not make use of this type of such information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. ., relating to the business of the Company Company, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the Company. Confidential information shall not include information that (i) becomes generally available to the public other than as a result of disclosure by the Executive, (ii) was available to the Executive on a non-confidential basis prior to disclosure to the Executive in connection with his duties to the Company, provided that the source of such information is not known to the Executive to be bound by a confidentiality agreement or other contractual obligation of confidentiality to the Company or (iii) becomes available to the Executive on a non-confidential basis from a source other than the Company (or any agent, employee or affiliate of Company) provided such source is not known to the Executive to be bound by a confidentiality agreement or other contractual obligation of confidentiality to the Company. C. (c) During the Period of Employment and for a twelve (12) month period thereafterEmployment, the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period period of Employment his employment and for a twelve (12) month period following termination of the Period of Employment12 months thereafter, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly manage, consult or work for, serve as employee, officer, director, consultant, agent or subcontractor for, finance, or own any part of or hold exercise management control over any proprietary interest in business or be employed by entity wherein the Executive is directly or receive compensation from any party indirectly engaged in the same development and/or commercialization of a Competitive Product. A “Competitive Product” shall mean any product intended for use in orthopedics, that contains recombinant platelet-derived growth factor, recombinant insulin-like growth factor, or any recombinant osteoinductive protein, including bone morphogenetic protein or any product containing any other protein intended to be used for tissue repair or regeneration. In addition, during such 12 month period Executive will not engage, directly or indirectly, in any business activity or enterprise which is a “Competitive Activity”. For purposes hereof, “Competitive Activity” means the making of investments in or the provision of capital to any enterprise (or an Affiliate), or to any person in connection with any enterprise (or an Affiliate thereof), with respect in which the Company has invested or provided capital or proposed, in writing, to invest or provide capital during the term of the Executive’s employment, or to pursue any similar business investment opportunity with any individual or enterprise introduced to the Executive or Company directly in connection with the performance of the Executive’s duties to the Company during the term of his employment, in each case in the same geographic areas area of tissue repair or regeneration. For purposes of this restriction, the Company does business; and receipt of stock, stock options or restricted stock for any reason (including as consideration for services or otherwise) shall be deemed an investment in the Executive without express prior written approval from the Board of Directors, will issuing company or any Affiliates thereof. This restriction shall not solicit apply to any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with investment opportunity that has been declined by the Company. For the purposes of the Agreement“Affiliate” shall mean any company, proprietary interest means legal corporation, business or equitable ownershipentity that is controlled by, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entitycontrolling, or ownership of more than 5% of any class of equity interest in under common control with a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly solicit to hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be is in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all proprietary information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this proprietary information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his reasonable best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. and documents of any kind relating to the business of the Company whether made by the Executive or otherwise coming into his possession in the course of his employment are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve (12) month period thereafter, the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and and, in the case of (i) through (iii) below, for a twelve (12) month period period, and in the case of (iv) through (vi) below, for a twenty four (24) month period, following termination of the Period of Employmentemployment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not not, directly or indirectly, either as an individual for his own account or as a consultant, partner, joint venturer, employee, agent, officer, director, shareholder or member: (i) make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly (ii) own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.any

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all confidential information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not not, during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any confidential information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve (12) month period thereafter, (i) the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment Company and for a twelve (12ii) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; . During the Executive Period of Employment and for a twelve (12) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination: (i) the Executive, without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and (ii) the Executive Executive, without express prior written approval from the Board of DirectorsCompany, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX 8 would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX 8 without being required to prove damages or furnish any bond or other security. E. The Executive If the period of time or other restrictions specified in this Section should be adjudged unreasonable at any proceeding, then the period of time or such other restrictions shall not be bound reduced by the provisions elimination or reduction of Section IX such portion thereof so that such restrictions may be enforced in the event of the default by the Company in its obligations under this Agreement which are a manner adjudged to be performed upon or after termination of this Agreementreasonable.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his the Executive’s possession and fully cooperate with the Company and its affiliates as may reasonably be requested in connection with any claims or legal action in which the Company or any of its affiliates is or may become a party. During the Period of Employment, the Executive will comply in all respects with the Company’s Business Principles, policies and standards. After the Period of Employment, the Executive will cooperate as reasonably requested with the Company and its affiliates in connection with any claims or legal actions in which the Company or any of its affiliates is or may become a party.. After the Period of Employment, the Company agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by the Executive by reason of such cooperation, including any loss of salary due, to the extent permitted by law, and the Company will make reasonable efforts to minimize interruption of the Executive’s life in connection with the Executive’s cooperation in such matters as provided for in this Section VII-A. B. A. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Company or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the CompanyCompany or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the Executive’s duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his the Executive’s own purposes or for the benefit of any person or organization other than the CompanyCompany or any of its affiliates. The Executive will also use his the Executive’s best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into his possession the Executive’s possession, are confidential and will remain the property of the CompanyCompany or its affiliates. C. B. During the Period of Employment (as may be extended from time to time) and for a twelve the Post Employment Period (12) month period thereafteras defined below and, together with the Period of Employment, the “Restricted Period”), irrespective of the cause, manner or time of any termination, the Executive will not use his the Executive’s status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him the Executive in the absence of his the Executive’s relationship to the CompanyCompany or any of its affiliates. Notwithstanding the provisions set forth herein, the Executive may disclose the Executive’s employment relationship with the Company in connection with a personal loan application. a. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which reasonably could have the effect of advancing the interest of any existing or prospective competitors of the Company or any of its affiliates or in any way that will injuring or intending to injure the interest of the Company; the Executive without prior express written approval by the Board of Directors interests of the Company or any of its affiliates. During the Restricted Period, the Executive will not not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, engage in, or directly or indirectly (whether for compensation or otherwise), own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged in or business which competes with the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s and its affiliates’ businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence will operate throughout the United States and the world. b. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly, request or advise any then current client, customer or supplier of the Company to withdraw, curtail or cancel its business with the Company or any of its affiliates, or solicit or contact any such client, customer or supplier with a view to inducing or encouraging such client, customer or supplier to discontinue or curtail any business relationship with the Company or any of its affiliates. The Executive will not have discussions with any employee of the Company or any of its affiliates regarding information or operation of plans for any business intended to compete with the Company or any of its affiliates. a. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly cause, solicit, entice or induce (or endeavor to cause, solicit, entice or induce) any present or future employee or independent contractor of the Company or any of its affiliates to leave the employ of, or otherwise terminate its relationship with, the Company or any of its affiliates or to accept employment with, provide services to or receive compensation from the Executive or any person, firm, company, association or other entity with which the Executive is now or may hereafter become associated. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its subsidiaries or affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. b. For the purposes of the this Agreement, the term “proprietary interest interest” means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company (unless such ownership of a publicly-held company is 5% or less); the covenants contained herein are reasonable as to geographic term “affiliate” includes without limitation all subsidiaries, joint venturers and temporal scope. For a twelve licensees of the Company (12including, without limitation, any affiliated individuals or entities); and the term, “Post Employment Period” means either (a) month period after termination if the Executive’s employment terminates for any reason at such time following the expiration of the Period of Employment for any reasonhereunder, a period of one year following the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after Executive’s termination of this Agreementemployment; or (b) if the Executive’s employment terminates during the Period of Employment hereunder, a period of two years following the Executive’s termination of employment.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his the Executive’s possession and fully cooperate with the Company and its affiliates as may reasonably be requested in connection with any claims or legal action in which the Company or any of its affiliates is or may become a party. During the Period of Employment, the Executive will comply in all respects with the Company’s Code of Conduct, policies and standards. After the Period of Employment, the Executive will cooperate as reasonably requested with the Company and its affiliates in connection with any claims or legal actions in which the Company or any of its affiliates is or may become a party.. After the Period of Employment, the Company agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by the Executive by reason of such cooperation, including any loss of salary due, to the extent permitted by law, and the Company will make reasonable efforts to minimize interruption of the Executive’s life in connection with the Executive’s cooperation in such matters as provided for in this Section VI-A. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Company or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the CompanyCompany or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the Executive’s duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his the Executive’s own purposes or for the benefit of any person or organization other than the CompanyCompany or any of its affiliates. The Executive will also use his the Executive’s best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into his possession the Executive’s possession, are confidential and will remain the property of the CompanyCompany or its affiliates. C. During the Period of Employment (as may be extended from time to time) and for a twelve the Post Employment Period (12) month period thereafteras defined below and, together with the Period of Employment, the “Restricted Period”), irrespective of the cause, manner or time of any termination, the Executive will not use his the Executive’s status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him the Executive in the absence of his the Executive’s relationship to the CompanyCompany or any of its affiliates. Notwithstanding the provisions set forth herein, the Executive may disclose the Executive’s employment relationship with the Company in connection with a personal loan application. i. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which reasonably could have the effect of advancing the interest of any existing or prospective competitors of the Company or any of its affiliates or in any way that will injuring or intending to injure the interest of the Company; the Executive without prior express written approval by the Board of Directors interests of the Company or any of its affiliates. During the Restricted Period, the Executive will not not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, engage in, or directly or indirectly (whether for compensation or otherwise), own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged in or business which competes with the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s and its affiliates’ businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence will operate throughout the United States and the world. ii. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly, request or advise any then current client, customer or supplier of the Company to withdraw, curtail or cancel its business with the Company or any of its affiliates, or solicit or contact any such client, customer or supplier with a view to inducing or encouraging such client, customer or supplier to discontinue or curtail any business relationship with the Company or any of its affiliates. The Executive will not have discussions with any employee of the Company or any of its affiliates regarding information or operation of plans for any business intended to compete with the Company or any of its affiliates. iii. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly cause, solicit, entice or induce (or endeavor to cause, solicit, entice or induce) any present or future employee or independent contractor of the Company or any of its affiliates to leave the employ of, or otherwise terminate its relationship with, the Company or any of its affiliates or to accept employment with, provide services to or receive compensation from the Executive or any person, firm, company, association or other entity with which the Executive is now or may hereafter become associated. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its subsidiaries or affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. iv. For the purposes of the this Agreement, the term “proprietary interest interest” means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company (unless such ownership of a publicly-held company is 5% or less); the covenants contained herein are reasonable as to geographic term “affiliate” includes without limitation all subsidiaries, joint venturers and temporal scope. For a twelve licensees of the Company (12including, without limitation, any affiliated individuals or entities); and the term, “Post Employment Period” means either (a) month period after termination if the Executive’s employment terminates for any reason at such time following the expiration of the Period of Employment for any reasonhereunder, a period of one year following the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after Executive’s termination of this Agreementemployment; or (b) if the Executive’s employment terminates during the Period of Employment hereunder, a period of two years following the Executive’s termination of employment.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his the Executive’s possession and fully cooperate with the Company and its affiliates as may reasonably be requested in connection with any claims or legal action in which the Company or any of its affiliates is or may become a party. During the Period of Employment, the Executive will comply in all respects with the Company’s Business Principles, policies and standards. After the Period of Employment, the Executive will cooperate as reasonably requested with the Company and its affiliates in connection with any claims or legal actions in which the Company or any of its affiliates is or may become a party.. The Company agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by the Executive by reason of such cooperation, including any loss of salary due, to the extent permitted by law, and the Company will make reasonable efforts to minimize interruption of the Executive’s life in connection with the Executive’s cooperation in such matters as provided for in this Section VI-A. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Company or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the CompanyCompany or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the Executive’s duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his the Executive’s own purposes or for the benefit of any person or organization other than the CompanyCompany or any of its affiliates. The Executive will also use his the Executive’s best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into his possession the Executive’s possession, are confidential and will remain the property of the CompanyCompany or its affiliates. C. During the Period of Employment (as may be extended from time to time) and for a twelve the Post Employment Period (12) month period thereafteras defined below and, together with the Period of Employment, the “Restricted Period”), irrespective of the cause, manner or time of any termination, the Executive will not use his the Executive’s status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him the Executive in the absence of his the Executive’s relationship to the CompanyCompany or any of its affiliates. Notwithstanding the provisions set forth herein, the Executive may disclose the Executive’s employment relationship with the Company in connection with a personal loan application. i. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which reasonably could have the effect of advancing the interest of any existing or prospective competitors of the Company or any of its affiliates or in any way that will injuring or intending to injure the interest of the Company; the Executive without prior express written approval by the Board of Directors interests of the Company or any of its affiliates. During the Restricted Period, the Executive will not not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, engage in, or directly or indirectly (whether for compensation or otherwise), own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged in or business which competes with the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s and its affiliates’ businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence will operate throughout the United States and the world. ii. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly, request or advise any then current client, customer or supplier of the Company to withdraw, curtail or cancel its business with the Company or any of its affiliates, or solicit or contact any such client, customer or supplier with a view to inducing or encouraging such client, customer or supplier to discontinue or curtail any business relationship with the Company or any of its affiliates. The Executive will not have discussions with any employee of the Company or any of its affiliates regarding information or operation of plans for any business intended to compete with the Company or any of its affiliates. iii. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly cause, solicit, entice or induce (or endeavor to cause, solicit, entice or induce) any present or future employee or independent contractor of the Company or any of its affiliates to leave the employ of, or otherwise terminate its relationship with, the Company or any of its affiliates or to accept employment with, provide services to or receive compensation from the Executive or any person, firm, company, association or other entity with which the Executive is now or may hereafter become associated. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its subsidiaries or affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. iv. For the purposes of the this Agreement, the term “proprietary interest interest” means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company (unless such ownership of a publicly-held company is 5% or less); the covenants contained herein are reasonable as to geographic term “affiliate” includes without limitation all subsidiaries, joint venturers and temporal scope. For a twelve licensees of the Company (12including, without limitation, any affiliated individuals or entities); and the term, “Post Employment Period” means either (1) month period after termination if the Executive’s employment terminates for any reason at such time following the expiration of the Period of Employment for any reasonhereunder, a period of one year following the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after Executive’s termination of this Agreementemployment; or (2) if the Executive’s employment terminates during the Period of Employment hereunder, a period of two years following the Executive’s termination of employment.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company Company, except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company Company, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve eighteen (1218) month period thereafter, the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve eighteen (1218) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive Executive, without prior express written approval by the Board of Directors of the Company Company, will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar behavioral health business in the same geographic areas the Company does business; and the Executive Executive, without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 51% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement. F. Any reference in this Section IX shall expressly be deemed also to refer to the Company's subsidiaries.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, will with reasonable notice during during, or after the Period of Employment, Employment furnish information as may be in his possession and cooperate with the Company as may be reasonably be requested in connection with any claims or legal actions action in which the Company is or may become a party. In the event the Executive is requested to participate in assisting the Company after the termination of the Executive's employment, the Executive shall be paid a daily rate of $1000 per day plus reasonable expenses and attorney's fees. B. The Executive recognizes and acknowledges that all information pertaining to the affairssoftware, business, clients, customers or other relationships relationship of the Company, as hereinafter defined, Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after after, except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency or other entity any information concerning the affairs, business, clients, or customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company software or intellectual property whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve (12) 12 month period thereafter, thereafter (the "Restricted Period") the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. . D. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements statement or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company or in any way that will injure injuring the interest of the Company; . E. During the Executive Restricted Period, the Executive, without prior express written approval by the Board of Directors of the Company Chief Executive, will not engage in, or directly or indirectly own or hold any proprietary interest in, manage, operate, or control or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged in which directly competes with the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term "affiliate" shall include all subsidiaries and temporal scope. For a twelve (12) month period after termination licensees of the Period Company F. During the Restricted Period, the Executive, without express written approval from the Chief Executive, will not on behalf of Employment for any reasoncompetitor of the Company solicit any clients of the Company. G. During the Restricted Period, the Executive will not directly solicit or indirectly hire induce any employee of the Company to terminate their employment with the Company, nor shall the executive during such period directly or solicit indirectly engage, employ, compensate or encourage cause or permit any such person with which the Executive is affiliated to engage or employ any employee to leave the employ of the Company. D. H. The Executive acknowledges that his breach or threatened or attempted breach Company's obligation to make any cash payments after the Period of Employment shall cease upon any provision violation of this Section IX would cause irreparable harm IX. The company must first provide written notice to the Company Executive specifying the act which has violated this Section IX, and if such violation is not compensable in monetary damages and that cured within 30 days, if capable of being cured, then the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance will inform the Executive of the terms its termination of Section IX without being required to prove damages or furnish any bond or other securityits post-employment payments. E. I. The Executive shall not be bound by period of time during which the provisions of this Section IX shall be in effect shall be extended by the event length of time during which the Executive is in breach of this section. J. The Executive agrees that the restrictions contained in this section IX are an essential element of the default by compensation the Executive is granted hereunder and but for the Executive's agreement to comply with such restrictions, the Company in its obligations under this Agreement which are to be performed upon or after termination of would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company and its affiliates as may reasonably be requested in connection with any claims or legal actions action in which the Company or any of its affiliates is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Company or any of its affiliates ("Information") is confidential and is a unique and valuable asset of the CompanyCompany or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the his duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his own purposes or for the benefit of any person or organization other than the CompanyCompany or any of its affiliates. The Executive will also use his best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the CompanyCompany or its affiliates. C. I. During the Period of Employment and for a twelve twenty-four (1224) month period thereafterthereafter (the "Restricted Period"), irrespective of the cause, manner or time of any termination, the Executive will not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the CompanyCompany or any of its affiliates. II. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company or any of its affiliates or in any way that will injure injuring the interest interests of the Company; Company or any of its affiliates. During the Executive Restricted Period, the Executive, without prior express written approval by the Board of Directors of the Company Company, will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged which competes in any way or manner with the business of the Company or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company's and its affiliates' businesses are conducted nationally and internationally and agrees that the provisions in the same or any similar business in foregoing sentence shall operate throughout the same geographic areas the Company does business; United States and the Executive world. III. During the Restricted Period, the Executive, without express prior written approval from the Board of Directors, will not solicit any members of or the then then-current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operation of any business intended to compete with the CompanyCompany or any of its affiliates. IV. During the Restricted Period, the Executive will not meddle with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of the Company or any of its affiliates. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. V. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term "affiliate" shall include without limitation all subsidiaries and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ licensees of the Company. D. The Executive hereby acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm damages at law may be an insufficient remedy to the Company not compensable in monetary damages if the Executive violates the terms of this Agreement and that the Company shall be entitled, in addition to all other applicable remediesupon making the requisite showing, to a temporary and preliminary and/or permanent injunction and a decree for specific performance injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the terms of covenants contained in this Section IX without being required the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to prove damages an injunction shall be in addition to, and not in limitation of, any other rights or furnish remedies the Company may have. Without limiting the generality of the foregoing, neither party shall oppose any bond motion the other party may make for any expedited discovery or other securityhearing in connection with any alleged breach of this Section IX. E. The Executive shall not be bound by period of time during which the provisions of this Section IX shall be in effect shall be extended by the event length of time during which the Executive is in breach of the default terms hereof as determined by any court of competent jurisdiction on the Company's application for injunctive relief. F. The Executive agrees that the restrictions contained in this Section IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive's agreement to comply with such restrictions, the Company in its obligations under this Agreement which are to be performed upon or after termination of would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve (12) month period thereafter, the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of this Section IX would cause irreparable harm to the Company not compensable in monetary damages and that damages. Accordingly, the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance equitable relief in any court of competent jurisdiction to prevent or otherwise restrain or terminate any actual or threatened breach, default or violation by the terms Executive of any provision contained in this Section IX without being required or to prove damages or furnish enforce any bond or other securitysuch provision. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his the Executive’s possession and fully cooperate with the Company and its affiliates as may reasonably be requested in connection with any claims or legal action in which the Company or any of its affiliates is or may become a party. During the Period of Employment, the Executive will comply in all respects with the Company’s Code of Conduct, policies and standards. After the Period of Employment, the Executive will cooperate as reasonably requested with the Company and its affiliates in connection with any claims or legal actions in which the Company or any of its affiliates is or may become a party.. After the Period of Employment, the Company agrees to reimburse the Executive for any reasonable out-of-pocket expenses incurred by the Executive by reason of such cooperation, including any loss of salary due, to the extent permitted by law, and the Company will make reasonable efforts to minimize interruption of the Executive’s life in connection with the Executive’s cooperation in such matters as provided for in this Section VI-A. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Company or any of its affiliates (“Information”) is confidential and is a unique and valuable asset of the CompanyCompany or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the Executive’s duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his the Executive’s own purposes or for the benefit of any person or organization other than the CompanyCompany or any of its affiliates. The Executive will also use his the Executive’s best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates, whether made by the Executive or otherwise coming into his possession the Executive’s possession, are confidential and will remain the property of the CompanyCompany or its affiliates. C. During the Period of Employment (as may be extended from time to time) and for a twelve the Post Employment Period (12) month period thereafteras defined below and, together with the Period of Employment, the “Restricted Period”), irrespective of the cause, manner or time of any termination, the Executive will not use his the Executive’s status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him the Executive in the absence of his the Executive’s relationship to the CompanyCompany or any of its affiliates. Notwithstanding the provisions set forth herein, the Executive may disclose the Executive’s employment relationship with the Company in connection with a personal loan application. i. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which reasonably could have the effect of advancing the interest of any existing or prospective competitors of the Company or any of its affiliates or in any way that will injuring or intending to injure the interest of the Company; the Executive without prior express written approval by the Board of Directors interests of the Company or any of its affiliates. During the Restricted Period, the Executive will not not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, engage in, or directly or indirectly (whether for compensation or otherwise), own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged in or business which competes with the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company’s and its affiliates’ businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence will operate throughout the United States and the world. ii. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly, request or advise any then current client, customer or supplier of the Company to withdraw, curtail or cancel its business with the Company or any of its affiliates, or solicit or contact any such client, customer or supplier with a view to inducing or encouraging such client, customer or supplier to discontinue or curtail any business relationship with the Company or any of its affiliates. The Executive will not have discussions with any employee of the Company or any of its affiliates regarding information or operation of plans for any business intended to compete with the Company or any of its affiliates. iii. During the Restricted Period, the Executive will not, without the express prior written consent of the Company which may be withheld in the Company’s sole and absolute discretion, directly or indirectly cause, solicit, entice or induce (or endeavor to cause, solicit, entice or induce) any present or future employee or independent contractor of the Company or any of its affiliates to leave the employ of, or otherwise terminate its relationship with, the Company or any of its affiliates or to accept employment with, provide services to or receive compensation from the Executive or any person, firm, company, association or other entity with which the Executive is now or may hereafter become associated. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its subsidiaries or affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. iv. For the purposes of the this Agreement, the term “proprietary interest interest” means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company (unless such ownership of a publicly-held company is 5% or less); the covenants contained herein are reasonable as to geographic term “affiliate” includes without limitation all subsidiaries, joint venturers and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee licensees of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled(including, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.8

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and fully cooperate with the Company Cendant and its affiliates as may reasonably be requested in connection with any claims or legal actions action in which the Company Cendant or any of its affiliates is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs; business; results of operations; accounting methods, business, practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Cendant or any of its affiliates ("Information") is confidential and is a unique and valuable asset of the CompanyCendant or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the his duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his own purposes or for the benefit of any person or organization other than the CompanyCendant or any of its affiliates. The Executive will also use his best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating re- lating to the business of the Company Cendant or its affiliates, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the CompanyCendant or its affiliates. C. i. During the Period of Employment and for a twelve thirty (1230) month period thereafterthereafter (the "Restricted Period"), the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination irrespective of the Period cause, manner or time of Employmentany termination, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company Cendant or any of its affiliates or in any way that will injure injuring the interest interests of Cendant or any of its affiliates. During the Company; Restricted Period, the Executive Executive, without prior express written approval by the Board of Directors of the Company (which will not be unreasonably withheld), will not engage in, or directly or indirectly (whether for compensation or otherwise) own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged which competes with the business of Cendant or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that Cendant's and its affiliates' businesses are conducted nationally and internationally and agrees that the provisions in the same or any similar business in foregoing sentence will operate throughout the same geographic areas the Company does business; United States and the Executive world. ii. During the Restricted Period, the Executive, without express prior written approval from the Board of DirectorsBoard, will not solicit any members of or the then then-current clients of the Company Cendant or any of its affiliates for any existing business of Cendant or any of its affiliates or discuss with any employee of the Company Cendant or any of its affiliates information or operation of any business intended to compete with Cendant or any of its affiliates. iii. During the CompanyRestricted Period, the Executive will not interfere with the employees or affairs of Cendant or any of its affiliates or solicit or induce any person who is an employee of Cendant or any of its affiliates to terminate any relationship such person may have with Cendant or any of its affiliates, nor will the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of Cendant or any of its affiliates. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of Cendant or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. iv. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 510% of any class of equity eq- uity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term "affiliate" will include without limitation all subsidiaries and temporal scope. For a twelve (12) month period after termination licensees of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the CompanyCendant. D. The Executive hereby acknowledges that his breach or threatened or attempted breach damages at law may be an insufficient remedy to Cendant if the Executive violates the terms of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages this Agreement and that the Company shall Cendant will be entitled, in addition to all other applicable remediesupon making the requisite showing, to a temporary and preliminary and/or permanent injunction and a decree for specific performance injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the terms of covenants contained in this Section IX without being required the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to prove damages an injunction will be in addition to, and not in limitation of, any other rights or furnish remedies Cendant may have. Without limiting the generality of the foregoing, neither party will oppose any bond motion the other party may make for any expedited discovery or other securityhearing in connection with any alleged breach of this Section IX. E. The Executive shall not be bound by period of time during which the provisions of this Section IX will be in effect will be extended by the event length of time during which the Executive is in breach of the default terms hereof as determined by any court of competent jurisdiction on Cendant's application for injunctive relief. F. The Executive agrees that the Company restrictions contained in its obligations under this Agreement which Section IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive's agreement to be performed upon or after termination of comply with such restrictions, Cendant would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all confidential information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are is essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not not, during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any confidential information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve (12) month period thereafter, (i) the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment Company and for a twelve (12ii) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; . During the Executive Period of Employment and for a twelve (12) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination or Constructive Discharge: (i) the Executive, without prior express written approval by the Board of Directors of the Company Company, will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and (ii) the Executive Executive, without express prior written approval from the Board of DirectorsCompany, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX 8 would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX 8 without being required to prove damages or furnish any bond or other security. E. The Executive If the period of time or other restrictions specified in this Section should be adjudged unreasonable at any proceeding, then the period of time or such other restrictions shall not be bound reduced by the provisions elimination or reduction of Section IX such portion thereof so that such restrictions may be enforced in the event of the default by the Company in its obligations under this Agreement which are a manner adjudged to be performed upon or after termination of this Agreementreasonable.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve (12) month period thereafter, the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During Unless the Executive is terminated due to a Without Cause Termination or a Constructive Discharge, then during the Period of Employment and for a twelve (12) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas in which the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, will with reasonable notice during during, or after after, in which case Executive will be compensated at $100 per hour, the Period of Employment, Employment furnish information as may be in his possession and cooperate with the Company as may be reasonably be requested in connection with any claims or legal actions action in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to the affairssoftware, business, clients, customers or other relationships of the Company, as hereinafter defined, Company is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after after, except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency or other entity any information concerning the affairs, business, clients, or customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company software or intellectual property whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve (12) 12 month period thereafter, thereafter (the "Restricted Period") the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. . D. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements statement or perform any acts intended to advance or which the Executive knew or should have known would have the effect of advancing the interest of any existing or prospective competitors of the Company or in any way that will injure injuring the interest of the Company; . E. During the Executive Restricted Period , the Executive, without prior express written approval by the Board of Directors of the Company Chief Executive, will not engage with, or directly or indirectly own or hold any proprietary interest in, manage, operate, or control or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged in which competes with the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term "affiliate" shall include all subsidiaries and temporal scope. For a twelve (12) month period after termination licensees of the Period Company. F. During the Restricted Period, the Executive, without express written approval from the Chief Executive, will not solicit any clients of Employment the Company for any reasonexisting business of the Company. G. During the Restricted Period, the Executive will not directly solicit or indirectly hire induce any employee of the Company to terminate their employment with the Company, nor shall the executive during such period directly or solicit indirectly engage, employ, compensate or encourage cause or permit any such person with which the Executive is affiliated to engage or employ any employee to leave the employ of the Company. D. H. The Executive acknowledges that his breach or threatened or attempted breach Company's obligation to make any payments after the Period of Employment shall cease upon any provision violation of this Section IX would cause irreparable harm IX. The company must first provide written notice to the Company Executive specifying the act which has violated this Section IX, and if such violation is not compensable in monetary damages and that cured within 15 days, if capable of being cured, than the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance will inform the Executive of the terms its termination of Section IX without being required to prove damages or furnish any bond or other securityits post-employment payments. E. I. The Executive shall not be bound by period of time during which the provisions of this Section IX shall be in effect shall be extended by the event length of time during which the Executive is in breach of this section. J. The Executive agrees that the restrictions contained in this section IX are essential element of the default by compensation the Executive is granted hereunder and but for the Executive's agreement to comply with such restrictions, the Company in its obligations under this Agreement which are to be performed upon or after termination of would not have entered into this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment and for a twelve (12) month period thereafter, the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During Unless Executive is terminated due to a Without Cause Termination or a Constructive Discharge, then during the Period of Employment and for a twelve (12) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. (a) The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. (b) The Executive recognizes and acknowledges that all non-public information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after and for 36 months thereafter except to the extent reasonably necessary in performance of the duties under this Agreement, or as required by law, give to any person, firm, association, corporation or governmental agency any non-public information concerning the affairs, business, clients, customers or other relationships of the Company except as required by lawCompany. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. , relating to the business of the Company Company, whether made by the Executive or otherwise coming into his possession possession, are confidential and will remain the property of the Company. Confidential information shall not include information that (i) becomes generally available to the public other than as a result of disclosure by the Executive, (ii) was available to the Executive on a non-confidential basis prior to disclosure to the Executive in connection with his duties to the Company, provided that the source of such information is not known to the Executive to be bound by a confidentiality agreement or other contractual obligation of confidentiality to the Company or (iii) becomes available to the Executive on a non-confidential basis from a source other than the Company (or any agent, employee or affiliate of Company) provided such source is not known to the Executive to be bound by a confidentiality agreement or other contractual obligation of confidentiality to the Company. C. (c) During the Period of Employment and for a twelve (12) month period thereafterEmployment, the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve (12) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.the

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, with reasonable notice during or after the Period of Employment, furnish information as may be in his possession and cooperate with the Company as may reasonably be requested in connection with any claims or legal actions in which the Company is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to the affairs, business, clients, customers or other relationships of the Company, as hereinafter defined, is confidential and is a unique and valuable asset of the Company. Access to and knowledge of this information are essential to the performance of the Executive's ’s duties under this Agreement. The Executive will not during the Period of Employment or after except to the extent reasonably necessary in performance of the duties under this Agreement, give to any person, firm, association, corporation or governmental agency any information concerning the affairs, business, clients, customers or other relationships of the Company except as required by law. The Executive will not make use of this type of information for his own purposes or for the benefit of any person or organization other than the Company. The Executive will also use his best efforts to prevent the disclosure of this information by others. All records, memoranda, etc. relating to the business of the Company whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the Company. C. During the Period of Employment plus, provided that the Company is required to make (and makes) or otherwise voluntarily makes the Severance Payment, for a twelve (12) month period thereafterthereafter (the “Noncompete Period”), the Executive will not use his status with the Company to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company. During the Period of Employment and for a twelve Noncompete Period: (12i) month period following termination of the Period of Employment, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitors of the Company in any way that will injure the interest of the Company; (ii) the Executive without prior express written approval by the Board of Directors of the Company will not directly or indirectly own or hold any proprietary interest in or be employed by or receive compensation from any party engaged in the same or any similar business in the same geographic areas the Company does business; and (iii) the Executive without express prior written approval from the Board of Directors, will not solicit any members of the then current clients of the Company or discuss with any employee of the Company information or operation of any business intended to compete with the Company. For the purposes of the Agreement, “proprietary interest interest” means legal or equitable ownership, whether through stock holdings or otherwise, of a debt or equity interest (including options, warrants, rights and convertible interests) in a business firm or entity, or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that the covenants contained herein are reasonable as to geographic and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ of the Company. D. The Executive acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm to the Company not compensable in monetary damages and that the Company shall be entitled, in addition to all other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of Section IX without being required to prove damages or furnish any bond or other security. E. The Executive shall not be bound by the provisions of Section IX in the event of the default by the Company in its obligations under this Agreement which are to be performed upon or after termination of this Agreement.twelve

OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE PERIOD OF EMPLOYMENT. A. The Executive will, will with reasonable notice during or after the Period of Employment, Employment furnish information as may be in his possession and fully cooperate with the Company and its affiliates as may reasonably be requested in connection with any claims or legal actions action in which the Company or any of its affiliates is or may become a party. B. The Executive recognizes and acknowledges that all information pertaining to this Agreement or to the affairs, ; business, ; results of operations; accounting methods; practices and procedures; members; acquisition candidates; financial condition; clients, ; customers or other relationships of the Company, as hereinafter defined, Company or any of its affiliates ("Information") is confidential and is a unique and valuable asset of the CompanyCompany or any of its affiliates. Access to and knowledge of this information are certain of the Information is essential to the performance of the Executive's duties under this Agreement. The Executive will not during the Period of Employment or after thereafter, except to the extent reasonably necessary in performance of the his duties under this Agreement, give to any person, firm, association, corporation corporation, or governmental agency any information concerning the affairsInformation, business, clients, customers or other relationships of the Company except as may be required by law. The Executive will not make use of this type of information the Information for his own purposes or for the benefit of any person or organization other than the CompanyCompany or any of its affiliates. The Executive will also use his best efforts to prevent the disclosure of this information Information by others. All records, memoranda, etc. relating to the business of the Company or its affiliates whether made by the Executive or otherwise coming into his possession are confidential and will remain the property of the CompanyCompany or its affiliates. C. I. During the Period of Employment and for a twelve two (122) month period thereafteryears thereafter (the "Restricted Period"), irrespective of the cause, manner or time of any termination, the Executive will not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the CompanyCompany or any of its affiliates. II. During the Period of Employment and for a twelve (12) month period following termination of the Period of EmploymentRestricted Period, other than termination due to a Without Cause Termination, a Constructive Discharge or termination pursuant to Section XI: the Executive will not make any statements or perform any acts intended to advance or which may have the effect of advancing the interest of any existing or prospective competitors of the Company or any of its affiliates or in any way that will injure injuring the interest interests of the Company; Company or any of its affiliates. During the Restricted Period, the Executive will not, without prior express written approval by the Board of Directors of the Company will not Company, engage in, or directly or indirectly (whether for compensation or otherwise) own or hold any proprietary interest in, manage, operate, or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be employed by or receive compensation from connected in any manner with, any party engaged which competes in any way or manner with the business of the Company or any of its affiliates, as such business or businesses may be conducted from time to time, either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. The Executive acknowledges that the Company's and its affiliates' businesses are conducted nationally and internationally and agrees that the provisions in the same or any similar business in foregoing sentence shall operate throughout the same geographic areas the Company does business; United States and the Executive World. III. During the Restricted Period, the Executive, without express prior written approval from the Board of Directors, will not solicit any members of or the then current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operation of any business intended to compete with the CompanyCompany or any of its affiliates. IV. During the Restricted Period, the Executive will not meddle with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall the Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which the Executive may be affiliated, to engage, employ or compensate, any employee of the Company or any of its affiliates. The Executive hereby represents and warrants that the Executive has not entered into any agreement, understanding or arrangement with any employee of the Company or any of its affiliates pertaining to any business in which the Executive has participated or plans to participate, or to the employment, engagement or compensation of any such employee. V. For the purposes of the this Agreement, proprietary interest means legal or equitable ownership, whether through stock holdings holding or otherwise, of a debt or an equity interest (including options, warrants, rights and convertible interests) in a business business, firm or entity, entity or ownership of more than 5% of any class of equity interest in a publicly-held company. The Executive acknowledges that company and the covenants contained herein are reasonable as to geographic term "affiliate" shall include without limitation all subsidiaries and temporal scope. For a twelve (12) month period after termination of the Period of Employment for any reason, the Executive will not directly or indirectly hire any employee of the Company or solicit or encourage any such employee to leave the employ licensees of the Company. D. The Executive hereby acknowledges that his breach or threatened or attempted breach of any provision of Section IX would cause irreparable harm damages at law may be an insufficient remedy to the Company not compensable in monetary damages if the Executive violates the terms of this Agreement and that the Company shall be entitled, in addition to all other applicable remediesupon making the requisite showing, to a temporary and preliminary and/or permanent injunction and a decree for specific performance injunctive relief in any court of competent jurisdiction to restrain the breach of or otherwise to specifically enforce any of the terms of covenants contained in this Section IX without being required the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy. Such right to prove damages an injunction shall be in addition to, and not in limitation of, any other rights or furnish remedies the Company may have. Without limiting the generality of the foregoing, neither party shall oppose any bond motion the other party may make for any expedited discovery or other securityhearing in connection with any alleged breach of this Section IX. E. The Executive shall not be bound by period of time during which the provisions of this Section IX shall be in effect shall be extended by the event length of time during which the Executive is in breach of the default terms hereof as determined by any court of competent jurisdiction on the Company's application for injunctive relief. F. The Executive agrees that the restrictions contained in this Section IX are an essential element of the compensation the Executive is granted hereunder and but for the Executive's agreement to comply with such restrictions, the Company in its obligations under this Agreement which are to be performed upon or after termination of would not have entered into this Agreement.