Common use of Prohibited Activities Clause in Contracts

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.

Prohibited Activities. The Executive agrees (a) If the Board or the Committee, after full consideration of the facts, finds by majority vote that the Executive will not at any time Grantee, either during the Employment Term: (A) (other than period of time in which the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, Grantee is employed by the Company Entities or within two (2) years following the Grantee’s termination of employment with the Company Entities, has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or inimical conduct that, in each case, adversely affects the Company Entities, the Grantee shall forfeit the entire Award, whether unvested or vested, and shall return to the Company any proceeds from the sale of Shares acquired hereunder (but proceeds received prior to the earlier of (i) the date such prohibited action first occurred or (ii) one year prior to the date of the Grantee’s termination of employment with the Company Entities shall not be subject to return). The decision of the Board or Committee regarding the subject matter of the preceding sentence shall be final. During the period of time in which the Grantee is employed by the Company Entities and for a period of one (1) year following the termination of Xxxxxxx’s employment with the Company Entities, the Grantee agrees that he or she will not (i) individually or on behalf of his or her subsequent employer or any affiliateother person or entity, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from recruit any employee or officer of the Company Entities or induce any entity controlled by employee of the CompanyCompany Entities, to terminate his or her employment, or (ii) directly or indirectly, as an employee, consultant, principal, agent, trustee or otherwise engage in any activity intended to terminatebusiness through a corporation, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients partnership or other entity that competes directly with any business relationships that is conducted by the Company Entities and that (A) the Grantee was directly or indirectly engaged in on behalf of the Company or any affiliate thereof, Entities or (DB) publish the Grantee obtained confidential information regarding during the course of his or make any statement critical of her employment with the Company or any shareholder or affiliate Entities. Additionally, for a period of one (1) year following the termination of Xxxxxxx’s employment with the Company Entities, the Grantee will not directly or in any way adversely affect indirectly solicit service or otherwise malign the accept competing business or reputation from customers of any of the foregoing persons (any activity described in clause (A)Company Entities with whom Grantee, within the previous year, (B)x) had or made contact, (C) or (Dy) of this Section being referred had access to as confidential information regarding. These restrictions are further limited geographically to the specific places, addresses, or locations where a Prohibited Activity"); provided, however, that if in customer is present and available for soliciting and servicing. Without limiting the written opinion of Counsel, the Executive is legally compelled remedies to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice Entities may be entitled, if the Board or any committee of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitationBoard, prior to or following the date of this Agreement) are or were clients or customers the Grantee ceases, for any reason whatsoever, to be an employee of the Company or any affiliate thereof or any predecessor Entities and after full consideration of the facts, finds by majority vote that the Grantee has engaged in any of the foregoingactivities mentioned in this Section 6(a), the Grantee shall forfeit any unvested portion of the Award. The decision of the Board or any committee of the Board shall be final. The Company has attempted to place the most reasonable limitations on the Grantee’s subsequent employment opportunities consistent with the protection of the Company’s valuable trade secrets, business interests, and goodwill. In order to accommodate the Grantee in obtaining subsequent employment, the Company may, in its discretion, grant a waiver of one or more of the restrictions on subsequent employment contained in this Section 6(a). A request for waiver shall be made by the Grantee in writing and must be received by the Company at least 45 days before the proposed starting date of the employment for which the Grantee is seeking a waiver. The request must include the full name and address of the organization with which the Grantee is seeking employment; the department or area in which the Grantee proposes to work; the position or job title to be held by the Grantee; and a complete description of the duties the Grantee expects to perform for such employer. If the Company decides to grant the waiver (which decision shall be solely within the Company’s discretion), the waiver may be subject to such restrictions or conditions as the Company may impose. (b) By accepting this Award, the Grantee acknowledges that the Company Entities do not have an adequate remedy in damages for the breach by the Grantee of the conditions and covenants set forth in this Agreement and agrees that the Company Entities are entitled to and may obtain an order or a decree of specific performance against the Grantee issued by any court having jurisdiction.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment TermTerm and for two (2) years thereafter: (A) (other than in the course of the Executive's his employment) , disclose or furnish to any other person or, directly or indirectly, use for the Executive's his own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive he shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, ; (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, affiliate thereof; (C) directly or indirectly, whether for the Executive's his own account or for the account of any other person, solicit, divert, divert or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, disrupt or interfere with, the Company's or any of its affiliates' relationships affiliate's relationship with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships affiliate's relationship with Clients or other business relationships of the Company or any affiliate thereof, ; or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company Company, or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause CLAUSE (A), (B), (C) or OR (D) of this Section SECTION 10(c)(i) being herein referred to as a Prohibited Activity"PROHIBITED ACTIVITY"); providedPROVIDED, howeverHOWEVER, that if in the written opinion of Counselcounsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing legally are legally required to be disclosed shall not constitute a Prohibited Activity provided Activity, PROVIDED that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used hereinFor purposes of this Agreement, the term "ClientsCLIENTS" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.are

Prohibited Activities. The Executive agrees that Except as expressly permitted by this Section 5.03, from and after the Executive will not date hereof, at all times until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VII, (i) the Company shall, and shall cause the Company Subsidiaries and its and their respective Representatives to, immediately cease all existing discussions or negotiations with any time during the Employment Term: (A) person (other than in the course of the Executive's employmentParent, Merger Sub and their Representatives) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, conducted prior to the date of this AgreementAgreement with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Competing Proposal and (ii) are the Company shall not, and shall cause the Company Subsidiaries, and its and their respective Representatives not to, directly or were clients indirectly, (A) initiate, solicit, knowingly encourage (including by way of furnishing non-public information relating to the Company or customers any Company Subsidiary), or knowingly take any action designed to facilitate any inquiry, proposal or offer, or the making, submission or announcement of any inquiry, proposal or offer (including any proposal or offer to the Company Stockholders), that constitutes or would reasonably be expected to lead to a Competing Proposal, (B) furnish to any person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub) any non-public information or data regarding the Company or any of the Company Subsidiaries or afford to any person (other than Parent, Merger Sub or any designees or Representatives of Parent or Merger Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any affiliate thereof Company Subsidiary, in any such case with the intent to encourage, facilitate or assist the making, submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Competing Proposal, (C) enter into, knowingly facilitate, participate, continue or engage in any discussions or negotiations with any person with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal, (D) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any predecessor Company Subsidiary (provided, however, that if, and only if, the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to amend or grant any waiver or release under any such standstill or similar agreement is inconsistent with the directors’ fiduciary duties under the DGCL, the Company may amend or grant a waiver or release under such standstill or similar agreement, solely to the extent necessary to permit a person to make, on a confidential basis to the Company Board, a Competing Proposal, conditioned upon such person agreeing to disclosure of such Competing Proposal to Parent as contemplated by this Section 5.03), or (E) authorize, permit or direct any of their Representatives to, resolve or agree to do any of the foregoing. Promptly after the date of this Agreement, the Company will terminate access by any person (other than Parent, Merger Sub and their Representatives) to any physical or electronic dataroom or other access to data or information of the Company, in each case relating to or in connection with a potential Competing Proposal (or prior discussions in respect of a potential Competing Proposal) and request that each person (other than Parent, Merger Sub and their Representatives) that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a potential Competing Proposal (or prior discussions in respect of a potential Competing Proposal) promptly return to the Company or destroy all non-public documents and materials containing non-public information of the Company that has been furnished by the Company or any of its Representatives to such person pursuant to the terms of such confidentiality agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company, the Company Subsidiaries and their respective Representatives may (1) inform a person that has made or is considering making a Competing Proposal of the provisions of this Section 5.03 and (2) engage in discussions solely to clarify and understand the terms and conditions of any unsolicited inquiry offer or proposal to the extent necessary to determine whether such inquiry, offer or proposal constitutes or would reasonably be expected to result in a Competing Proposal. Without limiting the foregoing, the Company agrees that any violation of the restrictions set forth in this Section 5.03 by any Company Subsidiary or any Representative of the Company or any Company Subsidiary shall constitute a breach by the Company of this Section 5.03.

Prohibited Activities. The term “Prohibited Activities” shall mean the activities that are prohibited under the covenant not to compete, not to solicit or hire employees, not to solicit or disrupt business relations, not to disparage or any similar restrictions, in any employment or severance agreement then in effect between Executive agrees that and the Company or one of its subsidiaries or, if no such agreement containing a covenant not to compete is then in effect, Executive will not at any time would be deemed to be engaged in “Prohibited Activities” if Executive, during the Employment Term: term of his or her employment or engagement and for a period of 3 years following the Termination Date, (Ai) (other than engages in any business activities for himself or on behalf of any enterprise in any capacity or owns any interest in any entity which competes or is competitive with the Company in the course business of organizing, establishing, developing, providing or managing radiation therapy services or services ancillary thereto, in any state in which the Company, its Affiliates and/or any of their respective joint ventures then operate or has plans to operate as of the Executive's employmentTermination Date, (ii) disclose interferes or furnish disrupts or attempts to interfere or disrupt, the relationships between the Company, its Affiliates and/or their respective joint ventures and any patient, referral source or supplier or other person orhaving business relationships with the Company, directly its Affiliates and/or their respective joint ventures, (iii) solicits, induces or indirectlyhires, use for the Executive's own account or the account of any other personattempts to solicit, induce or hire, any Trade Secretsemployee, no matter from where consultant or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit agent of the Company, its affiliates Affiliates and/or their respective joint ventures (such employees, consultants or agents to be covered by this restriction while so employed or engaged and for a period of six (6) months thereafter) or (iv) publishes or makes any disparaging statements about the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment ofCompany, any person who, at the time Affiliate of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships withtheir directors, Clientsofficers or employees, or otherwise adversely affect under circumstances where it is reasonably foreseeable that the Company's or any statements will be made public, except that the ownership of its affiliates' relationships with Clients or other business relationships no more than 2 percent of the Company stock of a publicly traded corporation shall not be deemed participation in or any affiliate thereof, affiliation with an entity or (D) publish person so long as Executive has no other connection or make any statement critical of the Company relationship with such entity or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) person. For purposes of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used hereindefinition, the term "Clients" “Affiliate” shall mean those persons who, at any time during the Executive's course of employment with only include the Company (including, without limitation, prior to the date of this Agreement) are and its direct or were clients indirect parent entities or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingsubsidiaries.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' ’ relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"”); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "“Clients" ” shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.

Prohibited Activities. The Executive agrees (a) You agree that the Executive you will not take any Adverse Actions (as defined below) against the Company or any Subsidiary at any time during the Employment Term: (A) (other than period that the Award Shares have not vested in the course full or at any time before one year following your termination of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by with the Company or any affiliateSubsidiary, whichever is later (the "Restricted Period"). You acknowledge that damages which may arise from a breach of this Section 9 may be impossible to ascertain or prove with certainty. Notwithstanding anything in this Agreement or the Plan to the contrary, in the event that the Company determines in its sole discretion that you have taken Adverse Actions against the Company or any Subsidiary at any time during the Restricted Period, in addition to other legal remedies which may be available, (Ci) directly the Company will be entitled to an immediate injunction from a court of competent jurisdiction to end such Adverse Action, without further proof of damage, (ii) you will forfeit any Awarded Shares that are not yet vested effective the date on which you enter into such activity, and (iii) any taxable income realized by you from the grant or indirectlyvesting of Awarded Shares during a period beginning six months prior to the date on which you enter into such activity shall be paid by you to the Company. (b) For purposes of this Agreement, whether an "Adverse Action" will mean any of the following: (i) engaging in any commercial activity in competition with any part of the business of the Company or any Subsidiary as conducted during the Restricted Period for the Executive's own account which you have or for the account of any other person, solicit, divert, had access to trade secrets and/or confidential information; (ii) diverting or endeavor attempting to entice away divert from the Company or any entity controlled by Subsidiary any business of any kind, including, without limitation, interference with any business relationships with suppliers, customers, licensees, licensors, clients or contractors; (iii) participate in the Companyownership, operation or control of, be employed by, or otherwise engage connected in any activity intended manner with any person or entity which solicits, offers or provides any services or products similar to terminate, disruptthose which the Company or any Subsidiary offers to its customers or prospective customers; (iv) making, or interfere withcausing or attempting to cause any other person or entity to make, any statement, either written or oral, or convey any information about the Company's Company or any of its affiliates' relationships withSubsidiary; or (v) engaging in any other activity that is hostile, Clients, contrary or otherwise adversely affect harmful to the Company's or any of its affiliates' relationships with Clients or other business relationships interests of the Company or any affiliate thereofSubsidiary, including, without limitation, influencing or (D) publish advising any person who is employed by or make any statement critical in the service of the Company or any shareholder Subsidiary to leave such employment or affiliate of service to compete with the Company or in any way adversely affect Subsidiary or otherwise malign to enter into the business employment or reputation service of any of the foregoing persons (any activity described in clause (A), (B), (C) actual or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers prospective competitor of the Company or any affiliate thereof Subsidiary, influencing or advising any competitor of the Company or any predecessor Subsidiary to employ to otherwise engage the services of any person who is employed by or in the service of the foregoingCompany or any Subsidiary, or improperly disclosing or otherwise misusing any trade secrets or confidential information regarding the Company or any Subsidiary.

Prohibited Activities. The Executive agrees that As partial consideration for the Executive execution, delivery and performance of this Agreement by LandCARE, the Stockholder will not at not, for a period of five years following the Closing Date, for any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person orreason whatsoever, directly or indirectly, use for the Executive's own account himself or the account on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature: (i) own, manage, operate, join, control, consult or advise (whether or not compensated for such consultation or advice), or participate in, or render assistance to, or derive any Trade Secretsbenefit whatever from, no matter from any business offering services or products in direct competition with the Surviving Corporation at the date hereof (the "Business") within 100 miles of where the Company conducted business at any time within one year prior to the Closing Date (the "Territory"); (ii) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in what manner he may have acquired a sales or managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business offering services or products in direct competition with the Surviving Corporation or LandCARE within the Territory; provided that such Trade Secretsrestriction shall apply only to the Business and any incidental expansions thereto; (iii) call upon any person who is, and at that time, an employee of LandCARE or any of its subsidiaries (including the Executive shall retain all such Trade Secrets in trust Surviving Corporation) for the benefit purpose or with the intent of enticing such employee away from or out of the Company, its affiliates and the successors and assigns employ of LandCARE or any of them, its subsidiaries (Bincluding the Surviving Corporation); (iv) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, call upon any person whoor entity which is, at that time, or which has been, within one year prior to the time Closing Date, a customer of such solicitationLandCARE, is employed by the Company or any affiliate, of LandCARE's subsidiaries (Cincluding the Surviving Corporation) directly or indirectly, whether for the Executive's own account purpose of soliciting or for the account of any other person, solicit, divert, selling products or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage services in any activity intended to terminate, disrupt, or interfere with, the Company's direct competition with LandCARE or any of its affiliates' relationships with, Clients, or otherwise adversely affect subsidiaries (including the Company's ) within the Territory. Notwithstanding the above, the foregoing covenants shall not be deemed to prohibit the Stockholder from acquiring as a passive investor with no involvement in the operations or any of its affiliates' relationships with Clients or other business relationships management of the Company or any affiliate thereofbusiness, or not more than two percent (D2%) publish or make any statement critical of the Company capital stock of a competing business whose stock is publicly traded on a national securities exchange or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) over-the-counter market. The provisions of this Section being referred are independent of the noncompetition provisions contained in any consulting or employment agreement to as which the Stockholder may be or may become a Prohibited Activity"); provided, however, that if party in connection with the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to transactions contemplated hereby. All such tribunal of only those Trade Secrets which such counsel advises in writing provisions are legally required intended to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment observed and enforced in accordance with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingtheir terms.

Prohibited Activities. The Executive agrees (a) If the Board or the Committee, after full consideration of the facts, finds by majority vote that the Executive will not at any time Grantee, either during the Employment Term: (A) (other than period of time in which the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, Grantee is employed by the Company Entities or within two (2) years following the Grantee’s termination of employment with the Company Entities, has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or inimical conduct that, in each case, adversely affects the Company Entities, the Grantee shall forfeit the entire Award, whether unvested or vested, and shall return to the Company any proceeds from the sale of Shares acquired hereunder (but proceeds received prior to the earlier of (i) the date such prohibited action first occurred or (ii) one year prior to the date of the Grantee’s termination of employment with the Company Entities shall not be subject to return). The decision of the Board or Committee regarding the subject matter of the preceding sentence shall be final. During the period of time in which the Grantee is employed by the Company Entities and for a period of one (1) year following the termination of Xxxxxxx’s employment with the Company Entities, the Grantee agrees that he or she will not (i) individually or on behalf of his or her subsequent employer or any affiliateother person or entity, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from recruit any employee or officer of the Company Entities or induce any entity controlled by employee of the CompanyCompany Entities, to terminate his or her employment, or (ii) directly or indirectly, as an employee, consultant, principal, agent, trustee or otherwise engage in any activity intended to terminatebusiness through a corporation, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients partnership or other entity that competes directly with any business relationships that is conducted by the Company Entities and that (A) the Grantee was directly or indirectly engaged in on behalf of the Company or any affiliate thereof, Entities or (DB) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time Grantee obtained confidential information regarding during the Executive's course of his or her employment with the Company Entities. (includingb) By accepting this Award, without limitation, prior to the date of this Agreement) are or were clients or customers Grantee acknowledges that the Company Entities do not have an adequate remedy in damages for the breach by the Grantee of the conditions and covenants set forth in this Agreement and agrees that the Company Entities are entitled to and may obtain an order or a decree of specific performance against the Grantee issued by any affiliate thereof or any predecessor of any of the foregoingcourt having jurisdiction.

Prohibited Activities. The term “Prohibited Activities” shall mean the activities that are prohibited under the covenant not to compete, not to solicit or hire employees, not to solicit or disrupt business relations, not to disparage or any similar restrictions, in any employment or severance agreement then in effect between Executive agrees that and the Company or one of its subsidiaries or, if no such agreement containing a covenant not to compete is then in effect, Executive will not at any time would be deemed to be engaged in “Prohibited Activities” if Executive, during the Employment Term: term of his or her employment or engagement and for a period of three (A3) years following the Termination Date, (other than i) engages in any business activities for himself or on behalf of any enterprise in any capacity or owns any interest in any entity which competes or is competitive with the Company in the course business of organizing, establishing, developing, providing or managing radiation therapy services or services ancillary thereto, in any state in which the Company, its Affiliates and/or any of their respective joint ventures then operate or has plans to operate as of the Executive's employmentTermination Date, (ii) disclose interferes or furnish disrupts or attempts to interfere or disrupt, the relationships between the Company, its Affiliates and/or their respective joint ventures and any patient, referral source or supplier or other person orhaving business relationships with the Company, directly its Affiliates and/or their respective joint ventures, (iii) solicits, induces or indirectlyhires, use for the Executive's own account or the account of any other personattempts to solicit, induce or hire, any Trade Secretsemployee, no matter from where consultant or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit agent of the Company, its affiliates Affiliates and/or their respective joint ventures (such employees, consultants or agents to be covered by this restriction while so employed or engaged and for a period of six (6) months thereafter) or (iv) publishes or makes any disparaging statements about the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment ofCompany, any person who, at the time Affiliate of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships withtheir directors, Clientsofficers or employees, or otherwise adversely affect under circumstances where it is reasonably foreseeable that the Company's or any statements will be made public, except that the ownership of its affiliates' relationships with Clients or other business relationships no more than two (2) percent of the Company stock of a publicly traded corporation shall not be deemed participation in or any affiliate thereof, affiliation with an entity or (D) publish person so long as Executive has no other connection or make any statement critical of the Company relationship with such entity or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) person. For purposes of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used hereindefinition, the term "Clients" “Affiliate” shall mean those persons who, at any time during the Executive's course of employment with only include the Company (including, without limitation, prior to the date of this Agreement) are and its direct or were clients indirect parent entities or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingsubsidiaries.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment TermTerm and for two (2) years thereafter: (A) (other than in the course of the Executive's her employment) , disclose or furnish to any other person or, directly or indirectly, use for the Executive's her own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he she may have acquired such Trade Secrets, and the Executive she shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, ; (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, affiliate thereof; (C) directly or indirectly, whether for the Executive's her own account or for the account of any other person, solicit, divert, divert or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, disrupt or interfere with, the Company's or any of its affiliates' relationships affiliate's relationship with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships affiliate's relationship with Clients or other business relationships of the Company or any affiliate thereof, ; or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company Company, or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause CLAUSE (A), (B), (C) or OR (D) of this Section SECTION 10(c)(i) being herein referred to as a Prohibited Activity"PROHIBITED ACTIVITY"); providedPROVIDED, howeverHOWEVER, that if in the written opinion of Counselcounsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing legally are legally required to be disclosed shall not constitute a Prohibited Activity provided Activity, PROVIDED that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used hereinFor purposes of this Agreement, the term "ClientsCLIENTS" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.are

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.a

Prohibited Activities. The Executive agrees that (I) For a period of time equal to the Executive will not at any time during Term of this Agreement plus two (2) years (the Employment "Non-Compete Term: (A) (other than in "), the course of the Executive's employment) disclose or furnish to any other person orOfficer shall not, directly or indirectly, use and the Officer shall not participate or take part (as a director, officer, employee, agent, partner, joint venturer, advisor, consultant, stockholder, individual proprietor, member, lender or in any other capacity whatsoever) in any entity(ies) which, directly or indirectly (A) Carry on or Participate in the Investment Advisory, Brokerage and Annuity Business, or (B) solicit or attempt to solicit or otherwise accept for the ExecutiveOfficer's own account benefit or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of others (1) the Companyemployment or services of any then-present employee of Wedgewood or CNB (and their respective subsidiaries, its affiliates and the affiliates, successors and assigns assigns), or (2) any client or customer of any of themWedgewood or CNB (and their respective subsidiaries, (B) directly affiliates, successors and assigns), or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, use or otherwise engage in disseminate or attempt to use or disseminate any activity intended information relating to terminateWedgewood or CNB (and their respective subsidiaries, disruptaffiliates, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (Csuccessors and assigns) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicabletheir respective clients and customers. As used hereinin this Section 7, the term "Clientsstockholder" shall mean those persons whonot include any investment in any entity, public or private, where the Officer owns less than one percent (1%) of the stock or other ownership interest issued and outstanding. (II) Anything to the contrary in Sections 7(b)(i) and 8 hereof notwithstanding, if, at any time during hereafter, the ExecutiveOfficer's course employment by Wedgewood shall be terminated (A) by Wedgewood other than for Grave Cause, or (B) by the Officer for Good Reason hereunder or for "good reason" as defined under the Change of employment with Control Agreement referred to in Section 5 hereof, then the Company Officer shall be entitled to participate in the activities described below in this Section 7(b)(ii) (includingany termination for the reasons set forth in the preceding sentence is referred to herein as a "Covered Termination"). Upon the occurrence of a Covered Termination, the Officer may (1) provide Investment Advisory Services to any person or entity without limitation, prior restriction (including clients to whom he previously provided Brokerage Services and Investment Advisory Services) and related Brokerage Services to any such Investment Advisory client to the date extent necessary to fully service the investment advisory account of this Agreementsuch client, (2) are or were provide Investment Advisory, Brokerage and Annuity Services to First Community Credit Union ("FCCU"), and its successors, and to any of FCCU's members, (3) subject to compliance with applicable laws and regulations, make and retain copies of all records and files (paper and electronic media) with respect to Wedgewood's Investment Advisory clients or customers of the Company or any affiliate thereof or any predecessor of and with respect to FCCU and its members, (4) to advise (verbally and in writing) FCCU and any of the foregoingWedgewood Investment Advisory clients that he has left his employment with Wedgewood and inform them of the name and location of his new place of employment and the business he conducts, and (v) employ any person without geographic, time or other restriction; provided that neither the Officer nor any one working on his behalf shall solicit the employment of any person employed by CNB or Wedgewood at any time within the six (6) months preceding the termination of the Officer's employment with Wedgewood. The Officer shall continue, during the Non-Compete Term, to be subject to and bound by each and every other term, provision, restriction and prohibition set forth in Section 7(b)(i) not expressly permitted in this Section 7(b)(ii). (III) The Officer hereby agrees that the restrictions set forth in this Section 7 are an integral aspect of this Agreement and are reasonable and necessary and, accordingly, that Wedgewood and CNB (and their respective subsidiaries, affiliates, successors and assigns) shall, anything to the contrary in Section 20 hereof notwithstanding, be entitled to injunctive relief, from a court having jurisdiction with respect to the matter, for the purpose of restraining the Officer and any entity in which the Officer has an interest (as described in Section 7(b)(i) hereof) from any actual or threatened breach of the restrictions set forth in this Section 7 and to any other appropriate relief. If any action is maintained to enforce any term of the restrictions set forth in this Section 7, the prevailing party shall be entitled to receive its reasonable attorneys' fees and expenses from the other party. If any court of competent jurisdiction or arbitrator determines that the time period, activities covered or the geographical scope referenced in this Section 7 is unreasonable or otherwise in contravention of the law, said restrictions shall not be determined to be null and void and of no effect, but shall be reformed by said court or arbitrator to impose a reasonable time period, activities covered or geographical scope, as the case may be.

Prohibited Activities. The Executive agrees Notwithstanding any other provision of these Terms and Conditions and the Option Agreement, if the Grantee engages in a “Prohibited Activity” (defined below) while in the employment of the Company or any of its Subsidiaries or during the period from the date of retirement under Section 1.3 until the Option vests and is exercised pursuant to that section, then Grantee shall forfeit the right to any further vesting of the Option and shall forfeit the right to exercise any vested Option, and the Option Agreement shall immediately thereupon wholly and completely terminate. If the Company receives an allegation of a Prohibited Activity, the Company, in its discretion, may suspend the exercise of the Option for up to three months to permit the investigation of the allegation. If the Company determines that the Executive will Grantee did not at engage in any time during Prohibited Activities, the Employment Term: Company shall permit the exercise of any vested Option. A “Prohibited Activity” shall be deemed to have occurred, if the Grantee: 1.4.1 divulges any non-public, confidential or proprietary information of the Company or of its past or present Subsidiaries (A) (collectively, the “Company Group”), but excluding information that 1.4.1.1 becomes generally available to the public other than as a result of the Grantee’s public use, disclosure, or fault, or 1.4.1.2 becomes available to the Grantee on a non-confidential basis after the Grantee’s employment termination date from a source other than a member of the Company Group prior to the public use or disclosure by the Grantee; provided that the source is not bound by a confidentiality agreement or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; or 1.4.2 directly or indirectly, consults or becomes affiliated with, conducts, participates or engages in, or becomes employed by, any business that is competitive with the business of any current member of the Company Group, wherever from time to time conducted throughout the world, including situations where the Grantee solicits or participates in or assists in any way in the course of the Executive's employment) disclose solicitation or furnish to any other person orrecruitment, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns employees of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships current member of the Company or any affiliate thereofGroup. YRC Worldwide Inc. Terms and Conditions of Option Agreements May 15, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.2008 3

Prohibited Activities. ‌ The Executive agrees that the Executive will Borrower shall not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose carry on, conduct or furnish to any other person orengage in, directly or indirectly, use for the Executive's own account any activity, business or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secretsoperation, and shall not take any action (or omit to take any action where such omission would cause the Executive shall retain all such Trade Secrets Borrower to be in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) breach of this Section being referred 9.5) including to as a Prohibited Activity"); enter into, amend or terminate or permit to remain in effect any Contracts or transactions, or incur, assume or create or permit to subsist any indebtedness, liabilities, obligations or Liens, or acquire or continue to hold assets other than: (a) holding and owning the Opco Shares, exercising its shareholder rights in respect of the Opco Shares, making additional investments in Opco, and making amendments to, or granting waivers under, the Opco Shareholders Agreement, provided that such amendments or waivers have no adverse effect on the Lender; (b) incurring obligations under its Constating Documents; (c) incurring the Obligations, entering into this Agreement and the other Loan Documents and making amendments thereto; (d) advancing the loan under the Intercompany Loan Agreement, entering into, maintaining and amending the Intercompany Loan Agreement, receiving interest or principal payments thereon from Group and redistributing such interest or principal payments, net of applicable taxes thereon, by way of Distributions to Parent; (e) entering into and amending the Subordinated Guarantees, to the extent and provided that such Subordinated Guarantees are subordinated to the Loan and are permitted by the Subordination Agreements (provided, however, that if the Subordination Agreement in respect of the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally EDC Agreement shall not be required to be disclosed shall not constitute a Prohibited Activity executed and delivered before any letter of credit or other instrument in respect of which any indemnity is provided thereunder is issued by or at the request of Export Development Canada); (f) incurring Permitted Liabilities; (g) making any Permitted Investments; (h) declaring and paying Distributions to Parent provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment Distributions are made in compliance with the Company (including, without limitation, prior to the date provisions of this Agreement; (i) are the sale of all or were clients or customers part of the Company or Opco Shares provided that such sale and the use of proceeds therefrom are made in compliance with the provisions of this Agreement; (j) entering into and amending any affiliate thereof or any predecessor Contracts permitted under Section 9.9; and (k) opening and maintaining accounts and securities accounts in accordance with the provisions of any of the foregoingthis Agreement.

Prohibited Activities. The Executive (a) Each Management Holder agrees that the Executive such Management Holder will not at any time during (i) breach or violate any non-solicitation or non-competition covenant in the Employment Term: Option Plan or in any Restrictive Agreement (Athe “Restrictive Covenants”) or (ii) disclose or furnish to any other Person or use for such Management Holder’s own or any other Person’s account any Confidential Information (other than in the course of and in furtherance of such Management Holder’s service to the Executive's employmentCompany or any of its Subsidiaries, if such Management Holder is an employee or a director of, or a consultant to, the Company or any of its subsidiaries) disclose except for Permitted Disclosures (“Prohibited Disclosure or furnish Use”). (b) If a court of competent jurisdiction determines pursuant to a final, non-appealable judgment (a “Final Disposition”) that (i) a Management Holder breached or violated any Restrictive Covenant at any time prior to twenty-four (24) months following termination of his or her Employment or (ii) such Management Holder engaged in any Prohibited Disclosure or Use or breached or violated such Management Holder’s obligations relating to the non-disclosure or non-use of confidential information under any Restrictive Agreement to which such Management Holder is a party (each of (i) and (ii), a “Prohibited Activities Event”), then, in addition to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, rights and the Executive shall retain all such Trade Secrets in trust for the benefit of remedies available to the Company, its affiliates the Company shall have the right, but not the obligation, to purchase (a “Prohibited Activities Purchase”) all or any portion of the Common Stock owned by that Management Holder and the successors and assigns of any of themhis or her Permitted Management Holder Transferees (the “Prohibited Activities Option”, and such Common Stock (Bnot including unexercised Common Stock Equivalents to the extent cancelled upon such termination) directly or through one or more intermediariessubject to the Prohibited Activities Option, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, “Prohibited Activities Eligible Stock”) at the time Prohibited Activities Price. For purposes of this Agreement, in the event that a Management Holder’s Employment or other agreement containing the Restrictive Covenants expires or terminates but such solicitation, is Subject Stockholder continues to be employed by the Company or any affiliateof its Affiliates, the Restrictive Covenants will for purposes of this Agreement be deemed to remain in effect. (Cc) directly or indirectlyIf the Company desires to exercise its Prohibited Activities Option, whether for it shall deliver written notice thereof (which shall include its valuation of the Executive's own account or for Fair Market Value of the account Prohibited Activities Eligible Stock) (a “Prohibited Activities Notice”) to the Management Holder and any Permitted Management Holder Transferees no later than one hundred and eighty (180) days following the date of the Final Disposition. The Management Holder and any other personPermitted Management Holder Transferees shall deliver to the Company certificates representing the shares of Prohibited Activities Eligible Stock, solicitfree and clear of all claims, divertliens, or endeavor to entice away from encumbrances (other than those arising under this Agreement), together with blank stock powers, duly executed with all signature guarantees at a closing at the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships principal office of the Company or any affiliate thereof, or on the thirtieth (D30th) publish or make any statement critical day after delivery of the Company or Prohibited Activities Notice to the Management Holder and any shareholder or affiliate applicable Permitted Management Holder Transferees. The proceeds from the purchase of the Prohibited Activities Eligible Stock pursuant to the Prohibited Activities Option shall be paid in immediately available funds by wire transfer, which shall be delivered to the Management Holder and any Permitted Management Holder Transferees at the closing of such purchase. Notwithstanding the foregoing, if the Company is not permitted by any Cash Payment Restriction to purchase the Prohibited Activities Eligible Stock as provided above in cash, only the portion of the cash payment so prohibited or in any way adversely affect restricted shall not be made and the Prohibited Activities Option pursuant to which such payment was being made will (subject to the terms and conditions of the immediately following sentence) be deemed to have been exercised on a deferred basis, with the remainder to be purchased ten (10) days after the applicable Cash Payment Restriction expires or otherwise malign ceases to exist. To the business or reputation extent Prohibited Activities Eligible Stock is not purchased by the Company as a result of any a Cash Payment Restriction in accordance with the foregoing, and the exercise of the foregoing persons (any activity applicable Prohibited Activities Option is deferred as described in clause (A)the preceding sentence, (B)on the date on which the Cash Payment Restriction expires or otherwise ceases to exist, (Cthe Company shall once again deliver a notice to the Management Holder as provided in Section 10(b) and the payment and other procedures described in Section 10(b) shall be followed once again at the time such Cash Payment Restriction expires or (D) otherwise ceases to exist, provided that, notwithstanding anything to the contrary contained in this Agreement, for purposes of this Section being referred to determining the Prohibited Activities Price, the Fair Market Value of such Prohibited Activities Eligible Stock not so purchased shall be the Fair Market Value as a determined in the original Prohibited Activity")Activities Notice; provided, howeverprovided further, that if in the written opinion date on which the Cash Payment Restriction expires or otherwise ceases to exist is later than the forty-fifth (45th) day after delivery of Counselthe original Prohibited Activities Notice, for purposes of determining the Prohibited Activities Price, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice Fair Market Value of such disclosure Prohibited Activities Eligible Stock not so purchased shall be the Fair Market Value as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course determined as of employment with the Company (including, without limitation, prior to the date of this Agreement) are on which the Cash Payment Restriction expires or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingotherwise ceases to exist.

Prohibited Activities. The Executive agrees (a) You agree that the Executive you will not take any Adverse Actions (as defined in Section 10(b) below) against the Company or any Subsidiary at any time during the Employment Term: (A) (other than period that the Award Shares have not vested in the course full or at any time before one year following your termination of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by with the Company or any affiliateSubsidiary, whichever is later (the “Restricted Period”). You acknowledge that damages which may arise from a breach of this Section 10 may be impossible to ascertain or prove with certainty. Notwithstanding anything in this Agreement or the Plan to the contrary, in the event that the Company determines in its sole discretion that you have taken Adverse Actions against the Company or any Subsidiary at any time during the Restricted Period, in addition to other legal remedies which may be available, (Ci) directly the Company will be entitled to an immediate injunction from a court of competent jurisdiction to end such Adverse Action, without further proof of damage, (ii) you will forfeit any Awarded Shares that are not yet vested effective the date on which you enter into such activity, and (iii) any taxable income realized by you from the grant or indirectlyvesting of Awarded Shares during a period beginning six months prior to the date on which you enter into such activity shall be paid by you to the Company. (b) For purposes of this Agreement, whether for an “Adverse Action” will mean any of the Executive's own account following: (i) failing to adhere to the Company’s Code of Conduct; (ii) engaging in any commercial activity in competition with any part of the business of the Company or for any Subsidiary as conducted during the account of any other person, solicit, divert, Restricted Period; (iii) diverting or endeavor attempting to entice away divert from the Company or any entity controlled by Subsidiary any business of any kind, including, without limitation, interference with any business relationships with suppliers, customers, licensees, licensors, clients or contractors; (iv) participating in the Companyownership, operation or control of, being employed by, or otherwise engage connected in any activity intended manner with any person or entity which solicits, offers or provides any services or products similar to terminate, disruptthose which the Company or any Subsidiary offers to its customers or prospective customers; (v) making, or interfere withcausing or attempting to cause any other person or entity to make, any statement, either written or oral, or conveying any information about the Company's Company or any of its affiliates' relationships with, Clients, Subsidiary that is disparaging or otherwise adversely affect that in any way reflects negatively on the Company's Company or any of its affiliates' relationships with Clients Subsidiary; or (vi) engaging in any other business relationships activity that is hostile, contrary or harmful to the interests of the Company or any affiliate thereofSubsidiary, including, without limitation, influencing or (D) publish advising any person who is employed by or make any statement critical in the service of the Company or any shareholder Subsidiary to leave such employment or affiliate of service to compete with the Company or in any way adversely affect Subsidiary or otherwise malign to enter into the business employment or reputation service of any of the foregoing persons (any activity described in clause (A), (B), (C) actual or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers prospective competitor of the Company or any affiliate thereof Subsidiary, influencing or advising any competitor of the Company or any predecessor Subsidiary to employ to otherwise engage the services of any person who is employed by or in the service of the Company or any Subsidiary, or improperly disclosing or otherwise misusing any trade secrets or confidential information regarding the Company or any Subsidiary. (c) Should any provision of this Section 10 of the Agreement be held invalid or illegal, such illegality shall not invalidate the whole of this Section 10 of the Agreement, but, rather, this Agreement shall be construed as if it did not contain the illegal part or narrowed to permit its enforcement, and the rights and obligations of the parties hall be construed and enforced accordingly. In furtherance of and not in limitation of the foregoing, you expressly agree that should the duration of or geographical extent of, or business activities covered by, any provision of this Agreement be in excess of that which is valid or enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or activities that may validly or enforceably be covered. You acknowledge the uncertainty of the law in this respect and expressly stipulate that this Agreement shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law. This Section 10 of the Agreement does not replace and is in addition to any other agreements you may have with the Company or any of its Subsidiaries on the matters addressed herein. This Section 10 shall not apply to any termination which takes place on or following a Change of Control.

Prohibited Activities. The Executive agrees (i) Holder acknowledges that the Executive will services Holder is to render are of a special and unusual character with a unique value to the Company, the loss of which cannot adequately be compensated by damages in action at any time during the Employment Term: (A) (other than law. Xxxxxx also acknowledges that, to assist Xxxxxx in the course performance of Xxxxxx’s duties, the Company agrees to provide and shall provide Holder with Confidential Information (as defined below) and materials as a result of Xxxxxx’s signing this Agreement, with such Confidential Information being in addition to any such information Holder received from the Company prior to signing this Agreement. Due to the sensitive nature of this Confidential Information, Xxxxxx acknowledges that the Company has legitimate business and competitive interests and legal rights to require non-disclosure of the Executive's employment) disclose or furnish Confidential Information to any other person or, directly or indirectly, use for companies and/or individuals and to require that the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust Confidential Information be used only for the benefit of the Company. Therefore, its affiliates in order to protect the Company’s Confidential Information and the successors Company’s business goodwill and assigns of any of themcompetitive position, (B) directly or through one or more intermediariesand in exchange for the Company providing Holder the consideration set forth herein, solicit for employment or recommend and in order to any subsequent employer protect the value of the Executive equity-based compensation provided to Holder in this Agreement, Xxxxxx agrees that Holder will not, without the solicitation for employment ofconsent of the Company: (A) At any time, any person whodivulge or disclose, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether to any person, firm, association or corporation other than bona fide employees of the Company or use for Holder’s own benefit, gain or otherwise, any Confidential Information; (B) During the Executive's own account term of Xxxxxx’s employment or service to the Company, and for a period of 12 months following Xxxxxx’s Termination of Service with the account of Company for any other personreason, either directly or indirectly, call on, recruit, solicit, divertor induce any employee, contractor or officer of the Company whom Xxxxxx had contact with in the course of his or her or work with Company to terminate his or her relationship with the Company, and will not assist any other person or entity in such a solicitation, and Xxxxxx further agrees that Xxxxxx will not discuss, by any means whatsoever, with any such employee, contractor or officer of the Company the termination of such individual’s relationship with the Company during the time period set forth above; (C) During the term of Holder’s employment or service to the Company, and for a period of 12 months following Xxxxxx’s Termination of Service with the Company for any reason, either directly or indirectly, call on, service, solicit, or endeavor to entice away accept competing business from the Company’s customers or prospective customers whom or which Holder, within the previous two years, had or made contact with, in any form whatsoever, regarding the Company’s businesses, and Xxxxxx further agrees that Holder shall not assist any other person or entity in such a solicitation; and (D) During the term of Holder’s employment or service to the Company[, and for a period of 12 months following Xxxxxx’s Termination of Service with the Company for any reason,] either directly or indirectly, engage in competition with the Company within the “geographic region.” (ii) Holder also recognizes that the Company may receive from third parties, including customers, vendors, and business associates, their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Xxxxxx agrees to hold all such information in the strictest confidence and not to disclose it to any person, firm, or corporation or to use it except as necessary in carrying out Xxxxxx’s work for the Company consistent with the Company’s agreement with the third party that provided the confidential and proprietary information. (iii) Holder represents that Xxxxxx’s employment by the Company does not and will not breach any agreement between Xxxxxx and any former employer, including any non-compete agreement or any entity controlled agreement to keep in confidence or refrain from using information acquired by Holder prior to Xxxxxx’s employment by the Company. During Xxxxxx’s employment by the Company, Xxxxxx agrees that Holder will not violate any non-solicitation agreements Holder entered into with any former employer or otherwise engage in any activity intended to terminatethird party, disrupt, or interfere with, nor xxxx Xxxxxx bring onto the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships premises of the Company or use any affiliate thereof, or (D) publish or make any statement critical of the Company unpublished documents or any shareholder property belonging to any former employer or affiliate of the Company or other third party, in any way adversely affect or otherwise malign the business or reputation violation of any of the foregoing persons lawful agreements with that former employer or third party. (any activity described in clause (A), (B), (Civ) or (D) For purposes of this Section being referred to 4.4: (A) The terms “competition” or “compete” mean engaging in the same or any substantially similar business as the Company in any manner whatsoever (other than as a Prohibited Activity"passive investor); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, including without limitation, prior to the date of this Agreement) are as a proprietor, partner, investor, shareholder, director, officer, employee, consultant, independent contractor, or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.otherwise;

Prohibited Activities. The Executive agrees that For the Executive will not at any time during period commencing with Closing and ending on the Employment Term: fifth (A5th) (other than in the course anniversary of the Executive's employment) disclose or furnish to Closing, the Stockholder shall not, for any other person orreason whatsoever, directly or indirectly, use for the Executive's own account himself, or the account on behalf of or in conjunction with any other personPerson: (a) engage as a stockholder, any Trade Secretsowner, no matter from where partner, joint venturer, or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectlya managerial capacity, whether for the Executive's own account as a director, officer, employee, independent contractor, consultant or for the account of any other personadvisor, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity")Competing Business; provided, however, that if neither the Stockholder nor any of the Stockholder’s Affiliates shall be precluded from the ownership of securities of corporations that are listed on a national securities exchange or traded in the written opinion national over-the-counter market in an amount that shall not exceed one percent (1%) of Counselthe outstanding shares of any such corporation; (b) employ, or call upon for the purpose or with the intent of enticing or soliciting away from or out of the employ of the Company, the Executive Buyer or the Buyer’s Affiliates, any person who is legally compelled at that time, or was within one (1) year prior to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penaltythat time, then an employee of the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used hereinCompany, the term "Clients" shall mean those persons whoBuyer or the Buyer’s Affiliates; (c) other than on behalf of the Buyer or its Affiliates, at (i) sell products or services to, or call upon for the purpose of soliciting or selling products or services to, any time during Company Customer, (ii) induce or attempt to induce any Company Customer to cease doing business, or reduce the Executive's course amount of employment business such Company Customer does, with the Company or (includingiii) interfere with or diminish the relationship between any Company Customer and the Company; or (d) publish any statement or make any statement (under any circumstances reasonably likely to become public) maligning the reputation of the Buyer, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingBuyer’s Affiliates. The Parties intend that the covenants contained in this Section 10.1 shall be deemed to be a series of separate covenants, one for each county in each state of the United States and, except for geographic coverage, each such separate covenant shall be identical in terms to the covenant contained in this Section 10.1.

Prohibited Activities. The Executive (a) GE Power & Water’s reciprocating gas engines business (including Jenbacher and Waukesha engines businesses) (“Recips”) agrees that for a period of three (3) years following the Executive will not at any time during the Employment Term: Closing, Recips shall not: (Ai) (other than in the course of the Executive's employment) disclose or furnish to any other person orengage, directly or indirectlyas a shareholder, use owner, partner, joint venturer, or in a managerial capacity, whether as a principal, independent contractor, consultant or advisor, or as a distributor or sales representative, in any business selling any products with an ISO-rated waste heat generator power output of less than 1.0 Megawatt or related services in direct competition with the Product anywhere in the world (the “Territory”); (ii) call upon any Person who is, at that time, within the Territory, an employee of Purchaser, its Affiliates or any subsidiary of Purchaser or of its Affiliates in a managerial capacity for the Executive's own account purpose or with the account intent of any other person, any Trade Secrets, no matter enticing such employee away from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit out of the Companyemploy of Purchaser, its affiliates and the successors and assigns of any of them, (B) directly Affiliates or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); subsidiary provided, however, that if in the written opinion placing of Counsela public advertisement relating to a post, or a bona fide general recruitment campaign not specifically directed at any Person who is an employee of Purchaser or its Affiliates, and any subsequent contact between the Executive is legally compelled to disclose Trade Secrets to Seller and any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure Person responding to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed public advertisement or recruitment campaign, shall not constitute a Prohibited Activity provided breach of this clause (ii); (iii) disclose customers, whether in existence or proposed, of the Product to any Person for use in selling products or services in competition with the Product. (b) Notwithstanding the provisions of Section 6.03(a) and without implicitly agreeing that the Executive following activities would be subject to the provisions of Section 6.03(a), nothing in this Agreement shall give preclude, prohibit or restrict GE or any of its Affiliates from engaging in any manner in any (i) Financial Services Business, (ii) De Minimis Business or (iii) business activity that would otherwise violate Section 6.03(a) if undertaken directly by GE or any of its Affiliates (“Covered Business Activity”) that is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by or combined with GE or any of its Affiliates, in each case after the Closing Date (an “After-Acquired Company”); provided, that GE or any of its Affiliates may purchase and acquire an After-Acquired Business or After-Acquired Company as much advance notice if the primary purpose in making such acquisition is not to exploit for profit such Covered Business Activity, and provided, further, that with respect to clause (iii) above, so long as, (A) within eighteen (18) months after the consummation of the purchase or other acquisition of the After-Acquired Business or the After-Acquired Company, GE or such disclosure as is reasonably practicable. As used hereinAffiliate disposes of the After-Acquired Business or the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company that conducts Covered Business Activity or (B) at the expiration of the eighteen-month (18-month) period, the term "Clients" business of the After-Acquired Business or the After-Acquired Company ceases to conduct Covered Business Activity or is and thereafter continues to be a De Minimis Business. (c) This Section 6.03 shall mean those persons whocease to be applicable to any Person at such time it is no longer a Subsidiary of GE and shall not apply to any Person that purchases assets, at operations or a business from GE or one of its Subsidiaries, if such Person is not a Subsidiary of GE after such transaction is consummated. This Section 6.03 does not apply to any time during the Executive's course Subsidiary of employment with the Company (including, without limitation, prior to GE in which a Person who is not an Affiliate of GE as of the date of this Agreement) are Agreement holds equity interests and with respect to whom GE or were clients or customers another Subsidiary, as applicable, and as of the Company date of this Agreement GE or any affiliate thereof Subsidiary of GE has existing contractual or legal obligations (including fiduciary duties of representatives on the board of directors or similar body of such Subsidiary) that limit GE’s ability to impose on the subject Subsidiary a non-competition obligation such as that in this Section 6.03. (d) In order that Purchaser may have and enjoy the full benefit of the Purchased Assets, GE and Seller agree that they and their Affiliates will not use or permit any predecessor Person under their control to use the names appearing on Section 6.03(d) of the Disclosure Schedules in any manner whatsoever in connection with any business which could be considered in direct or indirect competition with the Product, including the use of such names in promotional materials. (e) Because of the difficulty of measuring economic losses to Purchaser and its Affiliates as a result of any breach of the foregoingcovenants in this Section 6.03, and because of the immediate and irreparable damage that would be caused to Purchaser for which it would have no other adequate remedy, GE and Seller agree that, in the event of a breach by GE or Seller of the foregoing covenant, the covenant may be enforced by Purchaser or its Affiliates by injunctions and restraining orders. (f) It is agreed by the parties that the foregoing covenants in this Section 6.03 impose a reasonable restraint on GE, Seller and their Affiliates in light of the activities and assets of the Business being acquired by Purchaser on the Closing Date and the current and future plans of Purchaser with respect to the Purchased Assets. (g) The covenants in this Section 6.03 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (h) All of the covenants in this Section 6.03 shall be construed as an agreement independent of any other provision of this Section 6.03, and the existence of any claim or cause of action of Seller against Purchaser other than a claim for nonpayment under the Promissory Note, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the covenants in this Section 6.03. (i) The Seller on behalf of itself and Recips, hereby agrees that the covenants set forth in this Section 6.03 are a material and substantial part of the transactions contemplated by this Agreement, supported by adequate consideration.

Prohibited Activities. The Executive agrees that the Executive executive will not at any time during him employment with the Employment Term: Company (A) (other than in the course of the Executive's his employment) , disclose or furnish to any other person or, directly or indirectly, use for the Executive's his own account or the account of any other person, any Trade Secrets, no matter from where or in what manner and he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, ; (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, by a Competitor (as defined in Section 9(c)(ii) below) any person who, at the time of such solicitation, is employed by the Company or any affiliate, affiliate thereof; (C) directly or indirectly, whether for the Executive's his own account or for the account of any other person, solicit, divert, divert or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, disrupt or interfere with, the Company's or any of its affiliates' relationships affiliate's relationship with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships affiliate's relationship with Clients clients or other business relationships of the Company or any affiliate thereof, ; or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company Company, or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section 9(c)(i) being herein referred to as a "Prohibited Activity"); provided, however, that if in the written opinion of Counselcounsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing legally are legally required to be disclosed shall not constitute a Prohibited Activity Activity, provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used hereinFor purposes of this Agreement, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this AgreementEffective Date) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.are

Prohibited Activities. The Executive agrees A Contractor that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person oruses, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divertcreates, or endeavor to entice away from the Company acquires Education Records or any entity controlled by the Company, or otherwise PII shall not knowingly engage in any activity intended of the following activities: 1. Contractor shall not collect, use or share Education Records or PII for any purpose not specifically authorized by the Agreement. Contractor may use Education Records or PII for a purpose not expressly authorized by the Agreement only with the written consent of the District and with the written consent of the student(s) that are the subject of (provided that the student is over the age of 18) or the student’s parent or legal guardian. 2. Contractor shall not share, transmit, report or disclose Aggregate Data to terminateany third party or publically release Aggregate Data without the prior written authorization of the District, disruptwhich authorization may be withheld if the District determines, in its absolute discretion, that such data was not aggregated using protocols that are effective for preserving the anonymity of each individual included in the data or that the proposed release or disclosure is otherwise contrary to applicable law or regulations regarding Education Records or PII. Any release, disclosure or reporting of Aggregate Data by Contractor that occurs without the District’s prior written authorization shall be considered an Incident, and shall be a misuse of Education Records or PII, or interfere withunauthorized disclosure of PII, in violation of this Addendum. 3. Contractor shall not use or disclose Education Records or PII to any third party in a manner that is materially inconsistent with the Company's or any of its affiliates' relationships withContractor’s privacy policy, Clientsexcept as stated in subsection 3, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereofbelow, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred G. 4. Contractor shall not sell PII, except that this prohibition does not apply to the purchase, merger, or other type of acquisition of the Contractor, or any assets of the Contractor, by another entity, so long as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required successor entity continues to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior subject to the date provisions of this Agreement. 5. Contractor shall not use or share PII with any party for the purposes of Targeted Advertising to students. 6. Contractor shall not use PII to create a personal profile of a student unless expressly authorized to do so in the Agreement or such use has been authorized in writing by the student (if the student is over the age of 18) are or were clients the student’s parent or customers of the Company or any affiliate thereof or any predecessor of any of the foregoinglegal guardian.

Prohibited Activities. The Executive As further consideration for Parent and Merger Sub to enter into the Merger Agreement and to consummate the transactions contemplated thereby, the Shareholder covenants and agrees that with Parent, the Executive will not at any time Company and Merger Sub during the Employment TermRestricted Period (as defined herein) and, within the Restricted Territory (as defined herein): (i) the Shareholder shall not (other than pursuant to that certain Consulting Agreement between the Company and the Shareholder effective as of December 20, 2013), directly or indirectly, for any reason whatsoever, whether for or on behalf of himself or in conjunction with or on behalf of any other Person, whether as an officer, director, trustee, stockholder, beneficiary, owner, partner, member, joint venturer, investor, manager, employee, independent contractor, agent, consultant, adviser, sales representative or otherwise, engage in, invest in or manage, anywhere in the Restricted Territory, any “Competitive Business” (as defined below); (ii) the Shareholder shall not, and shall use commercially reasonable efforts to cause its present and future Affiliates not, directly or indirectly, for any reason whatsoever, whether for or on behalf of the Shareholder or in conjunction with or on behalf of any other Person, to: (A) (other than in the course of the Executive's employmenti) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment employment, hire or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divertemploy, or endeavor to entice away from otherwise adversely interfere with the Company or any entity controlled relationship by and between the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships withpresently existing direct or indirect Subsidiaries (collectively referred to as the “Post-Transaction Company Group”) and any employee, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients consultant or other business relationships service-provider or (ii) adversely interfere with the relationship by and between any contractor, subcontractor, vendor or supplier of the Post-Transaction Company Group and the Post Transaction Company Group (each employee, consultant, other individual service provider, contractor, subcontractor, vendor or any affiliate thereofsupplier, a “Restricted Person”, it being understood that a Restricted Person shall remain such only until the earlier to occur of: (I) six (6) months after such Restricted Person terminates or xxxxxx his, her or its relationship with the Post-Transaction Company Group or (DII) publish the date such Restricted Person’s relationship with the Post-Transaction Company Group is terminated or make any statement critical of severed by the Post-Transaction Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (CGroup) or (DB) call upon, solicit or communicate with any Restricted Person for the purpose or with the intent of this Section being referred enticing, or in a manner reasonably likely to as a Prohibited Activity")entice, such Restricted Person away from the Post-Transaction Company Group; provided, however, that if in that the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed foregoing shall not constitute prohibit any hiring of any employee six months after the closing of the Merger (1) pursuant to a Prohibited Activity general solicitation of employment directed at the public in general, in publications available to the public in general, or (2) who is presented by an employee search firm, employment agency or similar organization, provided that such firm was not directed by the Executive Shareholder to target such employee; and (iii) the Shareholder shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used hereinnot, the term "Clients" and shall mean those persons whouse commercially reasonable efforts to cause its present and future Affiliates not, directly or indirectly, at any time during time, to divulge, disclose or communicate to any Person in any manner whatsoever, information or statements which disparage or are intended to disparage the Executive's course Post-Transaction Company Group, its Affiliates, any of employment with the Company (includingtheir respective officers, without limitationdirectors or employees, prior or their respective business reputations. Notwithstanding anything in this Section 1(a) to the date of this Agreementcontrary, nothing contained herein shall prevent or prohibit the Shareholder from (A) are or were clients or customers passively owning less than five percent (5%) of the Company outstanding securities of a corporation which is publicly traded on a securities exchange or over-the-counter or (B) investing in any affiliate thereof mutual fund, exchange-traded fund, private equity fund, hedge fund or other pooled or collective investment vehicle that invests, directly or indirectly, in any predecessor Competitive Business, so long as Shareholder does not direct the investments of any of the foregoingsuch fund or vehicle.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.to

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing._______ _______ -5-

Prohibited Activities. The Since the Executive’s services to MFA are essential and because the Executive has access to MFA’s Confidential Information, the Executive covenants and agrees that: (i) in the event of the termination of the Executive’s employment with MFA other than upon the nonrenewal of the Term of Employment, the Executive will not, without the prior written consent of MFA, manage, operate, control or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System, provided that the Executive will shall not at own more than five percent of the outstanding shares of any time during publicly traded company engaged in any element of the Employment Term: Business), or partner with, or as an officer, director, employee or consultant with, (A) any entity or person (other than a mortgage REIT described in clause (B) below) engaged in any element of the Business, including any private or public investment firm or broker dealer whose business strategy is based on or who engages in the course trading, sales, investment or management of mortgage-backed securities, for a period of five (5) months following termination of his employment with MFA, or (B) any mortgage REIT for a period of one (1) year following termination of his employment with MFA; provided, however, that, clause (A) of this Paragraph 7(b)(i) shall not apply if the Performance Bonus actually paid to the Executive in cash with respect to the completed calendar year immediately preceding the year in which the Executive's employment terminates is less than 33.33% of the Executive's employment’s Base Salary. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing services to or otherwise be associated with a subsidiary, division or affiliate of an entity or person that is engaged in the Business so long as (x) disclose or furnish to any other person orthe Executive’s services are not provided, directly or indirectly, use for within the Executive's own account division, subsidiary or business unit of the account of any other person, any Trade Secrets, no matter from where or entity that engages in what manner he may have acquired such Trade Secretsthe Business, and the Executive has no responsibilities regarding the Business and (y) the Executive shall retain all provide the Company with advance written notice of his entering any such Trade Secrets in trust for service relationship and shall notify the benefit Executive’s then-current employer (or other entity to which the Executive provides services) of the CompanyExecutive’s obligations under this Agreement. (ii) during the Term of Employment, its affiliates and during the successors and assigns one-year period following the termination of the Executive’s employment with MFA for any reason, the Executive will not, without the prior written consent of themMFA, directly or indirectly (individually, or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (BA) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divertencourage, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disruptinduce any employee of MFA to terminate employment with MFA, or to become employed by, or to enter into a business relationship with, any other person or entity; or (B) engage in any activity intentionally to interfere with, disrupt or damage the Company's or any Business of its affiliates' relationships with, ClientsMFA, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients any client, supplier or other business relationships relationship of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingMFA.

Prohibited Activities. The term “Prohibited Activities” shall mean the activities that are prohibited under the covenant not to compete in any employment or severance agreement then in effect between Executive agrees that and the Company or one of its subsidiaries or, if no such agreement containing a covenant not to compete is then in effect, the Executive will not at would be deemed to be engaged in “Prohibited Activities” if the Executive (i) engages in any time during business activities for himself or on behalf of any enterprise in any capacity or own any interest in any entity which compete or are competitive with the Employment Term: (A) (other than Company in the course business of organizing, establishing, developing, providing or managing radiation therapy services or services ancillary thereto, in any state in which the Company, its subsidiaries, affiliates and/or any of its joint ventures then operate or has plans to operate as of the Executive's employmentTermination Date, (ii) disclose interferes or furnish disrupts or attempts to interfere or disrupt, the relationships between the Company, its subsidiaries, affiliates and/or joint ventures and any patient, referral source or supplier or other person orhaving business relationships with the Company, directly its subsidiaries, affiliates and/or joint ventures, (iii) solicits, induces or indirectlyhires, use for the Executive's own account or the account of any other personattempts to solicit, induce or hire, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit employee of the Company, its subsidiaries, affiliates and and/or joint ventures or (iv) publishes or makes any disparaging statements about the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment ofCompany, any person who, at the time affiliate of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships withtheir directors, Clientsofficers or employees, or otherwise adversely affect under circumstances where it is reasonably foreseeable that the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity")statements will be made public; provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give will be deemed to be engaged in Prohibited Activities if he engages or participates in any entity that engages in Prohibited Activities or becomes affiliated with any person who engages in Prohibited Activities as an employee, officer, director, consultant, agent, partner, proprietor or other participant, except that the Company as much advance notice ownership of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers no more than 2 percent of the Company stock of a publicly traded corporation shall not be deemed participation in or any affiliate thereof affiliation with an entity or any predecessor of any of person so long as the foregoingExecutive has no other connection or relationship with such entity or person.

Prohibited Activities. The Executive agrees From the date of this Agreement until the Closing Date, the Individual Stockholders and CVCA shall take all measures necessary to ensure that the Executive NEBH and NEBC will not at not, without Purchaser's express written consent: (a) issue, sell or contract to sell any time during the Employment Term: (A) (stock, notes, bonds, or other than in the course of the Executive's employment) disclose or furnish to any other person orsecurities, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for option to purchase the Executive's own account or for the account of any other person, solicit, divertsame, or endeavor to entice away from the Company enter into any agreement with respect thereto: (b) amend their charters or any entity controlled by the Companybylaws; (c) redeem, repurchase, or otherwise engage acquire any capital stock or securities convertible into or exchangeable for capital stock or enter into any agreement to do so; (d) initiate any legal proceedings, including suits and administrative proceedings in any activity intended to terminate, disrupt, either the United States or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity")foreign countries; provided, however, that if any such proceeding is commenced without such consent, the Individual Stockholders and CVCA will be responsible for the costs and expenses (including attorneys fees) of such proceeding and any adverse judgment or award rendered as a result thereof, but shall also be entitled to retain for their own benefit any recovery obtained in such proceeding ; (e) suffer either any material adverse change in the written opinion financial condition, results of Counseloperations or business of the Corporations or any other event or condition of any character that might reasonably be expected to have a material adverse effect on NEBH or NEBC, including any liability, loss, damage or expense outside the ordinary course of business (provided, however, that this undertaking by the Individual Stockholders and CVCA shall be deemed to be one to use their best efforts only); (f) suffer any loss or prospective loss of one or more dealers, suppliers or customers, or alter any contractual arrangement with any one or more of their dealers, suppliers or customers, the Executive loss or alteration of which, either individually or in the aggregate, would have an adverse effect on the business of NEBH or NEBC (provided, however, that this undertaking by the Individual Stockholders and CVCA shall be deemed to be one to use their best efforts only); (g) make any capital expenditures or commitments for the acquisition or construction of any single item of property, plant or equipment in excess of $5,000; (h) amend or terminate any lease, contract or material commitment to which either of the Corporations is legally compelled a party; (i) declare, set aside or pay any dividend or other distribution in respect of the capital stock of either of the Corporations; (j) sell any accounts receivable, dispose of any inventories other than in the ordinary course of business or accrue any liabilities not in the ordinary course of business; (k) change any material accounting principle, material procedure or material practice followed by NEBH or NEBC or the method of applying such principle, procedure or practice; (l) incur any indebtedness for borrowed money other than pursuant to disclose Trade Secrets the Credit Agreement and in the ordinary course of business; (m) create, assume or permit to exist any tribunal lien, pledge, security interest, encumbrance or else stand liable mortgage of any kind on any of the properties or assets of the Corporations, other than pursuant to the Credit Agreement and in the ordinary course of business; (n) permit the occurrence or continuance of any default under any agreement for contempt funded debt, except for a default existing under Section 6.5.1 of the Credit Agreement, which default has been waived as set forth in Section 3.30 of the Sellers Disclosure Schedule; (o) acquire the securities or suffer substantially all of the assets of any other similar censure entity; (p) merge or penalty, then consolidate with any entity other than Purchaser; (q) increase the disclosure rate of compensation payable or to become payable to the Company's officers or employees or increase the amounts paid or payable to such tribunal officers or employees under any Plan, or make or increase any arrangements for the payment of only those Trade Secrets which any bonus or profit-sharing amounts; provided, however, that the amounts payable by NEBH to Messrs. Xxxxxxxx, Xxxxxxxxx and Xxxxxxxx pursuant to Section 9 (vi) of the Stock and Note Purchase Agreement dated August 26, 1987 among NEBH, CVCA and others, up to an aggregate limit of $350,000, shall not be deemed to constitute a prohibited bonus or profit-sharing contribution contemplated by this provision, and 41 provided further, however, that any such counsel advises in writing are legally required bonus permitted to be disclosed paid and actually paid pursuant hereto shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to be payable in 12 equal monthly installments commencing on the date of Closing; (r) enter into any employment or similar contract with any officer or employee; (s) adopt, amend in any material respect or terminate any Plans, severance plan or agreement or collective bargaining agreement or make awards or distributions under any such plan or agreement, except as otherwise contemplated by Section 5.9 hereof; (t) enter into any material contract (including but not limited to assignments, licenses, transfers of exclusive rights, "work for hire" agreements, special commissions, employment contracts, purchase orders, sales orders, mortgages and security agreements) concerning any rights in any Intellectual Property; (u) agree, whether in writing or otherwise, to take any action described in this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingSection 5.6.

Prohibited Activities. The Executive agrees that Except as permitted by this ‎Section 5.03 or ‎Section 5.04, from and after the Executive will not date hereof, at all times until the earlier of the Effective Time and the valid termination of this Agreement in accordance with ‎ARTICLE VII, (i) the Company shall, and shall cause the Company Subsidiaries and direct the Company Representatives to, immediately cease all existing discussions or negotiations with any time during the Employment Term: (A) person (other than in Parent, Sub and their Representatives) conducted prior to the course date of the Executive's employment) disclose or furnish this Agreement with respect to any other person orinquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Competing Proposal and (ii) the Company shall not, and shall cause the Company Subsidiaries and the Company Representatives not to, directly or indirectly, use for (A) initiate, solicit, knowingly encourage (including by way of furnishing non-public information relating to the Executive's own account Company or any Company Subsidiary), or knowingly take any action designed to facilitate any inquiry, proposal or offer, or the account making, submission or announcement of any inquiry, proposal or offer, that constitutes or would reasonably be expected to lead to a Competing Proposal (in each case, other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, than discussions solely to clarify and understand the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates terms and the successors and assigns conditions of any of themunsolicited inquiry, offer or proposal, to the extent necessary to determine whether such inquiry, offer or proposal constitutes or would reasonably be expected to result in a Competing Proposal), (B) directly or through one or more intermediaries, solicit for employment or recommend furnish to any subsequent employer person (other than Parent, Sub or any designees or Representatives of the Executive the solicitation for employment of, Parent or Sub) any person who, at the time of such solicitation, is employed by non-public information regarding the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company Subsidiaries or afford to any person (other than Parent, Sub or any entity controlled by designees or Representatives of Parent or Sub) access to the Companynon-public information relating to the business, or otherwise engage in any activity intended to terminateproperties, disruptassets, or interfere withbooks, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients records or other business relationships non-public information of the Company or any affiliate thereofCompany Subsidiary, in any such case with the intent to encourage, facilitate or assist the making, submission or announcement of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to a Competing Proposal by such person, (C) participate, continue or engage in any discussions or negotiations with any person with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal by such person (in each case, other than discussions solely to clarify and understand the terms and conditions of any unsolicited inquiry, offer or proposal, to the extent necessary to determine whether such inquiry, offer or proposal constitutes or would reasonably be expected to result in a Competing Proposal), (D) publish amend or make grant any statement critical waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity")Subsidiary; provided, however, that if in the written opinion of Counselif, and only if, the Executive is legally compelled Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to disclose Trade Secrets to amend or grant any tribunal waiver or else stand liable for contempt release under any such standstill or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required agreement would be reasonably likely to be disclosed shall not constitute a Prohibited Activity provided that inconsistent with the Executive shall give fiduciary duties of the Company as much advance notice of such disclosure as is reasonably practicable. As used hereinBoard under applicable Law, the term "Clients" shall mean those persons whoCompany may then amend or grant a waiver or release under such standstill or similar agreement, at solely to the extent necessary to permit the confidential submission of a Competing Proposal not resulting from a breach of this ‎Section 5.03(a) and disclosed to Parent pursuant to ‎Section 5.03(b) or (E) authorize, or direct any time during of their Representatives to, resolve or agree to do any of the Executive's course of employment with the Company foregoing. Promptly (includingand, without limitationin any event, prior to within two (2) days after the date of this Agreement), the Company will terminate access by any person (other than the Company, Parent, Sub and their respective Representatives) are to any physical or were clients electronic dataroom relating to a potential Competing Proposal (or customers prior discussions in respect of a potential Competing Proposal) and request that each person (other than the Company, Parent, Sub and their respective Representatives) that has executed a confidentiality agreement (other than the Confidentiality Agreement) relating to a potential Competing Proposal (or prior discussions in respect of a potential Competing Proposal) promptly return to the Company or destroy all non-public documents and materials containing non-public information of the Company that has been furnished by the Company or any affiliate thereof of its Representatives to such person pursuant to the terms of such confidentiality agreement. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Representatives may inform a person that has made or any predecessor of any is considering making a Competing Proposal of the foregoingprovisions of this ‎Section 5.03.

Prohibited Activities. a) You undertake to the Company that you will not during the term of your appointment engage in a business or an activity that would place you in a position of conflict in respect of the performance of your duties. b) The Executive agrees terms of your appointment do not restrict you from accepting appointment as a director of any other company outside of the Company’s industry, providing consulting services or any other business or other activity whatsoever. The Company acknowledges and accepts your current roles as a director. You recognize that the Executive will not at any time during services to be performed by you under this agreement are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the Employment Term: (A) (other than in the course protection of the Executive's employment) disclose or furnish to any other person orCompany’s goodwill that you agree, and accordingly, you do hereby agree and covenant, that during your term as director, you will not, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust except for the benefit of the Company: i. become an officer, its affiliates and director, more than 2% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the successors and assigns of same or any of them, similar business competitive (BCompeting Business) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer with that of the Executive Company (including the solicitation for employment ofCompany’s present and future subsidiaries and affiliates) (the “Business”); For clarity a “competing business” is defined as any health focused restaurant chain such as Freshii, any person whoTrue-food kitchen, at First Watch or Snap Kitchen and similar concepts but excludes traditional QSR, limited service, full service, fast casual and other restaurant segments. Furthermore, a the time Board member can obtain a waiver, in writing, of such solicitation, is employed this clause by the Company majority vote of the Board members; or ii. solicit, cause or any affiliateauthorize, (C) directly or indirectly, whether to be solicited for or on behalf of himself or third parties from parties who were customers of the Executive's own account Company (including its present and future subsidiaries and affiliates) at any time during your term, any business similar to the business transacted by the Company with such customer; or iii. accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of your or third parties, business from any such customers of the account Company (including its present and future subsidiaries and affiliates); or iv. solicit, or cause or authorize, directly or indirectly, to be solicited for employment for or on behalf of you or third parties, any persons who were at any time during your term hereunder, employees of the Company (including its present and future subsidiaries and affiliates); or v. employ or cause or authorize, directly or indirectly, to be employed for or on behalf of yourself or third parties, any such employees of the Company (including its present and future subsidiaries and affiliates); or vi. use the tradenames, trademarks, or trade dress of any other personof the products of the Company (including its present and future subsidiaries and affiliates); or any substantially similar tradename, solicit, diverttrademark or trade dress likely to cause, or endeavor to entice away from having the effect of causing, confusion in the minds of manufacturers, customers, suppliers and retail outlets and the public generally. You acknowledge the intention that the Company shall have the broadest possible protection of the value of its business consistent with public policy, and it will not violate the intent of the parties if any court should determine that, consistent with established precedent of the forum state, the public policy of such state requires a more limited restriction in geographical area or any entity controlled duration of the aforesaid covenant not to compete, contained in an appropriate decree. c) Except as permitted in this agreement or as approved by the Company, or otherwise engage in you will not (i) use any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, Confidential Information (as defined below) or (Dii) publish or make any statement critical of the Company or any shareholder or affiliate of the Company disseminate or in any way adversely affect or otherwise malign disclose the Confidential Information to any person, firm, business or reputation governmental agency or department. You may use the Confidential Information to perform your Duties for the benefit of Company. You shall treat all Confidential Information with the same degree of care as you accord to your own confidential information, but in no case shall you use less than reasonable care. You shall immediately give notice to Company of any unauthorized use or disclosure of the foregoing persons (Confidential Information. You shall assist Company in remedying any activity described in clause (A), (B), (C) the unauthorized use or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Confidential Information. You agree not to communicate any information to Company or any affiliate thereof or any predecessor in violation of the proprietary rights of any of the foregoingthird party.

Prohibited Activities. The Executive agrees that the Executive he --------------------- will not at any time during the Employment TermConsulting Period: (Ai) (other than in the course of the Executive's employmenthis duties as Consultant) disclose or furnish to any other person or, directly or indirectly, use for the Executive's his own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive he shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (Cii) directly or indirectly, whether for the Executive's his own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships relationship with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships relationship with Clients or other business relationships of the Company or any affiliate thereof, or (Diii) publish or make any statement critical of the Company or any shareholder or affiliate of the Company Company, or in any way adversely affect or otherwise malign the business or reputation of or any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity")persons; provided, however, that if if, in the -------- ------- written opinion of Counselcounsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, or (iv) during the term "Clients" shall mean those persons balance of his employment and during the Consulting Period directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at any the time during the Executive's course of employment with the Company (includingsuch solicitation, without limitation, prior to the date of this Agreement) are or were clients or customers of is employed by the Company or any affiliate thereof or thereof; provided, however, that if any predecessor such person contacts the Executive concerning employment outside the Company and Executive notifies the Company in writing of his intent to discuss employment opportunities with such person and the Company gives written permission for such discussions to take place, then any subsequent discussions and any employment resulting therefrom shall not be deemed to be solicitation for employment by the Executive for the purposes of the foregoingthis Agreement.

Prohibited Activities. The Executive agrees (i) Holder acknowledges that the Executive will services Holder is to render are of a special and unusual character with a unique value to the Company, the loss of which cannot adequately be compensated by damages in action at any time during the Employment Term: (A) (other than law. Xxxxxx also acknowledges that, to assist Xxxxxx in the course performance of Xxxxxx’s duties, the Company agrees to provide and shall provide Holder with Confidential Information (as defined below) and materials as a result of Xxxxxx’s signing this Agreement, with such Confidential Information being in addition to any such information Holder received from the Company prior to signing this Agreement. Due to the sensitive nature of this Confidential Information, Xxxxxx acknowledges that the Company has legitimate business and competitive interests and legal rights to require non-disclosure of the Executive's employment) disclose or furnish Confidential Information to any other person or, directly or indirectly, use for companies and/or individuals and to require that the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust Confidential Information be used only for the benefit of the Company. Therefore, its affiliates in order to protect the Company’s Confidential Information and the successors Company’s business goodwill and assigns of any of themcompetitive position, (B) directly or through one or more intermediariesand in exchange for the Company providing Holder the consideration set forth herein, solicit for employment or recommend and in order to any subsequent employer protect the value of the Executive equity-based compensation provided to Holder in this Agreement, Xxxxxx agrees that Holder will not, without the solicitation for employment ofconsent of the Company: (A) At any time, any person whodivulge or disclose, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether to any person, firm, association or corporation other than bona fide employees of the Company or use for Holder’s own benefit, gain or otherwise, any Confidential Information; (B) During the Executive's own account term of Xxxxxx’s employment or service to the Company, and for a period of 12 months following Xxxxxx’s Termination of Service with the account of Company for any other personreason, either directly or indirectly, call on, recruit, solicit, divertor induce any employee, contractor or officer of the Company whom Xxxxxx had contact with in the course of his or her or work with Company to terminate his or her relationship with the Company, and will not assist any other person or entity in such a solicitation, and Xxxxxx further agrees that Xxxxxx will not discuss, by any means whatsoever, with any such employee, contractor or officer of the Company the termination of such individual’s relationship with the Company during the time period set forth above; (C) During the term of Holder’s employment or service to the Company, and for a period of 12 months following Xxxxxx’s Termination of Service with the Company for any reason, either directly or indirectly, call on, service, solicit, or endeavor to entice away accept competing business from the Company’s customers or prospective customers whom or which Holder, within the previous two years, had or made contact with, in any form whatsoever, regarding the Company’s businesses, and Xxxxxx further agrees that Holder shall not assist any other person or entity in such a solicitation; and (D) During the term of Xxxxxx’s employment or service to the Company[, and for a period of 12 months following Xxxxxx’s Termination of Service with the Company for any reason,] either directly or indirectly, engage in competition with the Company within the “geographic region.” (ii) Holder also recognizes that the Company may receive from third parties, including customers, vendors, and business associates, their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Xxxxxx agrees to hold all such information in the strictest confidence and not to disclose it to any person, firm, or corporation or to use it except as necessary in carrying out Xxxxxx’s work for the Company consistent with the Company’s agreement with the third party that provided the confidential and proprietary information. (iii) Holder represents that Xxxxxx’s employment by the Company does not and will not breach any agreement between Xxxxxx and any former employer, including any non-compete agreement or any entity controlled agreement to keep in confidence or refrain from using information acquired by Holder prior to Xxxxxx’s employment by the Company. During Xxxxxx’s employment by the Company, Xxxxxx agrees that Holder will not violate any non-solicitation agreements Holder entered into with any former employer or otherwise engage in any activity intended to terminatethird party, disrupt, or interfere with, nor xxxx Xxxxxx bring onto the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships premises of the Company or use any affiliate thereof, or (D) publish or make any statement critical of the Company unpublished documents or any shareholder property belonging to any former employer or affiliate of the Company or other third party, in any way adversely affect or otherwise malign the business or reputation violation of any of the foregoing persons lawful agreements with that former employer or third party. (any activity described in clause (A), (B), (Civ) or (D) For purposes of this Section being referred to 2.5: (A) The terms “competition” or “compete” mean engaging in the same or any substantially similar business as the Company in any manner whatsoever (other than as a Prohibited Activity"passive investor); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, including without limitation, prior to the date of this Agreement) are as a proprietor, partner, investor, shareholder, director, officer, employee, consultant, independent contractor, or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.otherwise;

Prohibited Activities. The Executive agrees that As further consideration for the Executive will not at any time during the Employment Term: (A) (other than in the course purchase of the Executive's employment) disclose or furnish Shares and the other transactions contemplated by this Agreement and as inducement for the Buyer to enter into this Agreement, the Seller covenants and agrees with the Buyer that, for a period of two years following the Closing Date, the Seller shall not, and shall cause its controlled Affiliates not to, for any other person orreason whatsoever, directly or indirectlyindirectly (in any capacity, use for the Executive's own account or the account including as an officer, director, manager, trustee, stockholder, beneficiary, owner, partner, member, joint venturer, investor, employee, independent contractor, agent, consultant, adviser, sales representative of any other personPerson or otherwise), any Trade Secrets, no matter from where for the Seller or on behalf of or in what manner he conjunction with any other Person, anywhere in the world where the Business is conducted as of the date of this Agreement (the “Territory”): (a) engage in, participate with or have any direct or indirect financial interest in any business that competes with the Business (a “Competitive Business”); provided, that nothing in this Section 7.1(a) will prohibit Seller and its Affiliates from (i) owning securities having no more than five percent of the outstanding voting power of any entity having such securities actively traded on a national securities exchange, (ii) providing content, media or other related services to a Competitive Business so long as the provision thereof does not in and of itself constitute a Competitive Business, (iii) owning, managing or controlling any Competitive Business that Seller or its Affiliates may have directly or indirectly acquire as part of a larger acquisition transaction, provided that the operations of the Competitive Business, in the aggregate, represent no more than ten percent (10%) of the total revenues of all properties acquired in such Trade Secretsacquisition transaction, and (d) offering any of the Executive shall retain all such Trade Secrets products and services, or participating in trust for the benefit business relationships with any of the Persons, in each case as set forth on Schedule 7.1(a); (b) employ or hire away any Person who is, at that time, or who has been within one year prior to that time, within the Territory, an employee of the Business or of the Company, its affiliates and other than (i) the successors and assigns hiring of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend Person who responds to any subsequent employer general solicitation or advertisement placed by Buyer or its Affiliates (including through the use of any executive recruiter or employment agency) not directed towards employees of the Executive Business; or (ii) the solicitation for employment of, hiring of any person who, at the time of such solicitation, is employed Person who was terminated by the Company and is no longer an employee of the Buyer or its Affiliates as long as such hiring occurs after the termination date specified in the termination notice delivered by the Company to such Person; (c) solicit or intentionally influence any affiliateemployee, contractor, subcontractor, consultant, sales representative or vendor of the Business (Ceach, a “Restricted Person”) directly or indirectly, whether for the Executive's own account purpose or for with the account intent of any other person, solicit, divert, or endeavor to entice enticing such Restricted Person away from the Company Business, other than the solicitation of any Person who responds to any general solicitation or advertisement placed by Buyer or its Affiliates (including through the use of any entity controlled by executive recruiter or employment agency) not directed towards Restricted Persons of the CompanyBusiness; or (d) solicit or intentionally influence any Person who is, at that time, or otherwise engage in any activity intended that has been within two years prior to terminatethat time, disrupt, a customer of the Business or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company within the Territory for the purpose or any affiliate thereofwith the intent of soliciting or selling, or (D) publish in a manner reasonably likely to result in the sale of, products or make any statement critical of services in direct or indirect competition with the Business or the Company or any shareholder or affiliate of within the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingTerritory.

Prohibited Activities. The Executive agrees that (a) Neither Stockholder will, for the Executive will not at any time during longer of (y) five years following the Closing Date and (z) one year following such Stockholder's voluntary termination of his employment with Newco or its Affiliates or the termination of such individual's employment with Newco "with cause," as determined in accordance with such individual's Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person orAgreement, directly or indirectly, use for the Executive's own account himself or the account on behalf of or in conjunction with any other person, any Trade Secretscompany, no matter from where partnership, corporation or business of whatever nature: (i) engage, as an officer, director, employee, shareholder, owner, partner, joint venturer, or in what manner he may have acquired such Trade Secretsa managerial or advisory capacity, and whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any Competitive Business (A) in the Executive shall retain counties in California in which the Company or any subsidiary conducts business, all such Trade Secrets in trust for the benefit of the Companywhich counties are set forth on SCHEDULE 3.1, its affiliates and the successors and assigns of any of them, or (B) directly within 250 miles of where the Company or through one any of its subsidiaries conducts business outside of California, including any state or more intermediaries, solicit for employment or recommend to any subsequent employer territory outside of the Executive the solicitation for employment of, any person who, at the time of such solicitation, California that is employed serviced by the Company or any affiliateof such subsidiaries (the counties and other areas included within clause (A) and (B) being herein referred to as the "TERRITORY"); (ii) call upon any person who is an employee or consultant of PalEx, (C) directly Newco or indirectly, whether any of their respective subsidiaries for the Executive's own account purpose or for with the account intent of enticing such employee or consultant away from or out of the employ or contract with PalEx, Newco or any other personof their respective subsidiaries; or (iii) call upon any person or entity which is, solicit, divertat that time, or endeavor which has been, within one year prior to entice away from the Company or any entity controlled by that time, a customer of the Company, PalEx or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's Newco or any of its affiliates' relationships withthe subsidiaries of such parties within the Territory for the purpose of soliciting or selling services or products in a Competitive Business within the Territory. (b) Notwithstanding the above, Clientsthe foregoing covenant shall not be deemed to prohibit either Stockholder from acquiring, or otherwise adversely affect as a passive investor with no involvement in the Company's or any of its affiliates' relationships with Clients or other business relationships operations of the Company or any affiliate thereofbusiness, or (D) publish or make any statement critical not more than one percent of the Company capital stock of a Competitive Business whose stock is publicly traded on a national securities exchange or any shareholder the Nasdaq National Market or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingover-the-counter.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, : any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.

Prohibited Activities. The Executive agrees (a) If the Board or the Committee, after full consideration of the facts, finds by majority vote that the Executive will not at any time Grantee, either during the Employment Term: (A) (other than period of time in which the course of the Executive's employment) disclose or furnish to any other person or, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, Grantee is employed by the Company Entities or within two (2) years following the Grantee’s termination of employment with the Company Entities, has engaged in fraud, embezzlement, theft, commission of a felony, dishonesty, or inimical conduct that, in each case, adversely affects the Company Entities, the Grantee shall forfeit the entire Award, whether unvested or vested, and shall return to the Company any proceeds from the sale of Shares acquired hereunder (but proceeds received prior to the earlier of (i) the date such prohibited action first occurred or (ii) one year prior to the date of the Grantee’s termination of employment with the Company Entities shall not be subject to return). The decision of the Board or Committee regarding the subject matter of the preceding sentence shall be final. During the period of time in which the Grantee is employed by the Company Entities and for a period of one (1) year following the termination of Grantee’s employment with the Company Entities, to the extent the Grantee received $80,000 or more in base salary and cash bonus in the aggregate from the Company Entities during a one-year period preceding the date of termination, the Grantee agrees that he or she will not (i) individually or on behalf of his or her subsequent employer or any affiliateother person or entity, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from recruit any employee or officer of the Company Entities or induce any entity controlled by employee of the CompanyCompany Entities, to terminate his or her employment, or (ii) directly or indirectly, as an employee, consultant, principal, agent, trustee or otherwise engage in any activity intended to terminatebusiness through a corporation, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients partnership or other entity that competes directly with any business relationships that is conducted by the Company Entities and that (A) the Grantee was directly or indirectly engaged in on behalf of the Company or any affiliate thereof, Entities or (DB) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time Grantee obtained confidential information regarding during the Executive's course of his or her employment with the Company Entities. (includingb) By accepting this Award, without limitation, prior to the date of this Agreement) are or were clients or customers Grantee acknowledges that the Company Entities do not have an adequate remedy in damages for the breach by the Grantee of the conditions and covenants set forth in this Agreement and agrees that the Company Entities are entitled to and may obtain an order or a decree of specific performance against the Grantee issued by any affiliate thereof or any predecessor of any of the foregoingcourt having jurisdiction.

Prohibited Activities. The Executive agrees that term "directly or indirectly carry on or --------------------- participate in a business similar to or in competition with the Executive will not at any time during Business as currently conducted or planned to be conducted by the Employment Term: (A) (other than in KRES Group" shall include the course of the Executive's employment) disclose or furnish to any other person orDMK, directly or indirectly, use for the Executive's own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of doing any of the foregoing persons following listed acts: i. Whether or not for compensation, directly or indirectly engaging in any such business, or any part thereof, in the Covenant Area or assist any other Person (defined below) in such Person's conduct of the Business, or any activity described part thereof, in clause (A)the Covenant Area, (B), (C) or (D) of this Section being referred to whether as a Prohibited Activity")director, officer, employee, consultant, adviser, independent contractor or otherwise; or ii. Holding legal or beneficial interest in any Person that is engaged in any such business, or any part thereof, in the Covenant Area, whether such interest is as an owner, investor, partner, creditor, joint venturer or otherwise; provided, however, that if in DMK may acquire and own up to two percent (2%) of the written opinion outstanding securities of Counselany corporation which is a publicly traded reporting corporation under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the Executive is legally compelled "Exchange Act"); or iii. As agent or principal carrying on or engaging in any activities or negotiations with respect to disclose Trade Secrets the acquisition or the disposition of any such business; or iv. Giving advice to any tribunal other Person, firm or else stand association engaging in any such business; or v. Lending or allowing his name or reputation to be used in any such business; or vi. Soliciting, diverting or attempting to divert from the Protected Entities any business constituting, or any customer of, any part of the Business then conducted by the KRES Group; or vii. Allowing his or her skill, knowledge or experience to be used in any such business; provided, however, DMK will not be liable for contempt or suffer other similar censure or penaltyimmaterial violations of Sections 1.c.iii. - viii. if he can sustain the burden of proof that such violation was immaterial, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall inadvertent and was not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingintentional.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (Aa) (other than Except as set forth in the course following paragraph, none of the Executive's employment) disclose or furnish to Sellers (the "Restricted Parties"), shall for any other person orreason whatsoever, directly or indirectly, use for the Executive's own account himself or the account on behalf of or in conjunction with any other person, any Trade Secretscompany, no matter from where partnership, corporation or business of whatever kind or nature, engage, as an officer, director, shareholder, owner, member, partner, joint venturer, lender or in what manner he any other capacity, whether as an employee, independent contractor, consultant, advisor, or otherwise, or as a sales representative, of any business in direct or indirect competition with the Company, Parent or any Affiliate of Parent located *** (the "Non-Compete Area"). (b) Notwithstanding the foregoing provisions of this paragraph (a) each Restricted Party may (i) be a passive investor owning no more than five percent (5%) of the outstanding equity securities of any corporation or other entity the equity securities of which are listed on a national securities exchange or traded on the NASDAQ National Market System and with which such persons have acquired such Trade Secretsno other connection whatsoever and/or (ii) invest in or act as an employee of, consultant for, or hold another position with, Parent; (c) The Restricted Parties shall not, and the Executive each of them shall retain all such Trade Secrets in trust for the benefit cause each of his Affiliates not to, offer to employ any person (other than Xxxxxx Xxxxxxx or Xxxxx Xxxxxxx) who is, at that time, or who has been within one (1) year prior to that time, an employee of the Company; (d) With respect to operations or transactions in the Non-Compete Area, its affiliates the Restricted Parties shall not, and each of them shall cause his Affiliates to not, engage or participate in any effort or act to solicit or induce any customer, supplier, associate, employee, sales or other agent, independent contractor, or other person in a business relationship with Parent or which has been a customer, supplier, associate, employee, sales or other agent, independent contractor, or other person in a business relationship with Parent within *** prior to that time, to discontinue such relationship with Parent or to take any action which might be disadvantageous to Parent or not to take any action which might be advantageous to Parent; (e) With respect to operations or transactions in the successors and assigns Non-Compete Area, none of the Restricted Parties shall, for any of themreason whatsoever, (B) directly or through one indirectly for himself or more intermediaries, solicit for employment on behalf of or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of in conjunction with any other person, solicitcompany, divertpartnership, corporation or endeavor to entice away from the Company business of whatever kind or nature, call upon any entity controlled by the Companyprospective acquisition candidate of such persons, on such persons' behalf or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation on behalf of any competitor, which candidate was either called upon by or for which Parent or its Affiliates made an acquisition analysis, for the purpose of acquiring such entity. (f) The time period for the foregoing persons (any activity described restrictions set forth in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in Article 6 shall be *** after the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingClosing Date.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (Aa) (other than in the course As additional consideration for PetroChemNet's consummation of the Executive's employment) disclose or furnish to transactions contemplated hereby, if the Closing occurs, each of the Stockholders covenants and agrees with and for the benefit of Holdings, CheMatch and the Surviving Corporation that such Stockholder shall not, for a period of four years following the Closing Date, for any other person orreason whatsoever, directly or indirectly, use for the Executive's own account himself or the account herself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature: (i) call upon any Trade Secretsperson who is, at that time, an employee of Holdings, CheMatch or the Surviving Corporation in a managerial capacity or other key position for the purpose or with the intent of enticing such employee away from or out of the employ of his or her employer; or (ii) own an interest in or operate any Internet-based trading platform that deals in petrochemicals or products relating to petrochemicals unless neither Holdings, CheMatch, the Surviving Corporation or any of their respective successors or assigns (including any subsequent direct or indirect purchaser of the CheMatch On-Line system) (collectively, a "Holding-related Party") no matter longer owns or operates such an Internet-based trading system. The restrictions in this clause (ii) shall in no event restrict the ability of the restricted parties, among other things, from where providing verbal counseling and advice, single client or group conferences in what manner he may have acquired such Trade Secretsperson (and related written materials for those conferences) regarding the information described in the preceding sentence, as well as providing any written advice regarding the same in its newsletters, periodicals and other specific client-based special reports, studies or advice. Notwithstanding the Executive foregoing, the provisions of this subsection (ii) shall retain all such Trade Secrets in trust not be deemed to prohibit the Stockholders from holding, or acquiring additional, securities of Holdings or acquiring as an investment not more than one percent (1 of the capital stock of a competing business, the stock of which is traded on a national securities exchange or over-the-counter market. (b) As additional consideration for the Stockholders' consummation of the transactions contemplated hereby, each of Holdings and PetroChemNet covenants and agrees with and for the benefit of the CompanyStockholders that neither Holdings, its affiliates and the successors and assigns Surviving Corporation nor any other Holdings-related Party under the direct or indirect control of Holdings or the Surviving Corporation shall for a period of four (4) years after the Closing Date, for any of themreason whatsoever, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) either directly or indirectly, whether for the Executive's own account itself or for the account of in conjunction with any other person, solicitpersons, divertcompany, partnership, corporation or endeavor to entice business of whatever nature, call upon any person who is at that time an employee of New DeWixx xx a managerial capacity or other key position for the purpose or with the intent of enticing such employee away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships out of the Company or any affiliate thereof, or (D) publish or make any statement critical employ of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); provided, however, that if in the written opinion of Counsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall not constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingNew DeWixx.

Prohibited Activities. The Executive agrees that the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's his or her employment) , disclose or furnish to any other person or, directly or indirectly, use for the Executive's his or her own account or the account of any other person, any Trade Secrets, no matter from where or in what manner he or she may have acquired such Trade Secrets, and the Executive he or she shall retain all such Trade Secrets in trust for the benefit of the Company, its affiliates and the successors and assigns of any of them, ; (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, affiliate thereof; (C) directly or indirectly, whether for the Executive's his or her own account or for the account of any other person, solicit, divert, divert or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, disrupt or interfere with, the Company's or any of its affiliates' relationships affiliate's relationship with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships affiliate's relationship with Clients or other business relationships of the Company or any affiliate thereof, ; or (D) publish or make any statement critical of the Company or any shareholder stockholder or affiliate of the Company Company, or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section 10(c)(i) being herein referred to as a Prohibited Activity"PROHIBITED ACTIVITY"); provided, however, that if in the written opinion of Counselcounsel, the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to such tribunal of only those Trade Secrets which such counsel advises in writing legally are legally required to be disclosed shall not constitute a Prohibited Activity Activity, provided that the Executive shall give the Company as much advance notice of such disclosure as is reasonably practicable. As used hereinFor purposes of this Agreement, the term "ClientsCLIENTS" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this AgreementEffective Date) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoing.

Prohibited Activities. The Executive agrees that term "directly or indirectly carry on --------------------- or participate in any business in competition with the Executive will not at any time during the Employment Term: (A) (other than in the course of the Executive's employment) disclose or furnish to any other person orBusiness" shall include Consultant, directly or indirectly, use doing any of the following listed acts within the geographic areas specified in Sections 2(b) and 2(c): (i) Whether or not for compensation, directly or indirectly engaging in the ExecutiveBusiness, or any part thereof, or assisting any other Person (defined below) in such Person's conduct of the Business in the Covenant Area, whether as a director, officer, employee, consultant, adviser, independent contractor or otherwise; or (ii) Holding legal or beneficial interest in any Person that is engaged in the Business, whether such interest is as an owner, investor, partner or joint venturer or otherwise; provided, however, -------- ------- that Consultant may acquire and own account up to five percent (5%) of the outstanding securities of any class of securities of any corporation which is a publicly traded reporting corporation under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"); or (iii) As agent or principal, carrying on or engaging in any activities or negotiations with respect to the acquisition or the account disposition of any business engaged in the Business; or (iv) Engaging in giving advice to any other personPerson, firm or association engaging in the Business; or (v) Lending or allowing his name or reputation to be used in any such Business; or (vi) On behalf of a competitor, soliciting, diverting or attempting to divert from the Protected Entities any business constituting, or any customer of, or any supplier to, any Trade Secretspart of the Business then conducted by the Protected Entities; or (vii) Using his skill, no matter from where knowledge or experience in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust Business for the benefit of the Company, its affiliates and the successors and assigns of any of them, (B) directly or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity")Person; provided, however, that if nothing herein shall prevent Consultant from (i) being -------- ------- or becoming a passive investor in any LBO or similar fund or any privately owned Person so long as he does not hold or assume a management position therein, (ii) collecting, trading, investing in or engaging in any other activity relating to the collection of, antique or otherwise collectible automobiles or automotive parts, (iii) making any non-directed blind investment, (iv) selling, leasing or exchanging any real estate or pursuing the remedies of a lessor with respect to any such real estate, other than sales, leases or exchanges to a competitor of the Corporation engaged in the written opinion Business, (v) rendering consulting services hereunder or taking any action in his capacity as a director of Counselthe Corporation, or (vi) serving in any otherwise proscribed capacity or taking any otherwise proscribed action with respect to a Person where the Executive is legally compelled to disclose Trade Secrets to any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure to Business of such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed shall Person does not constitute and does not propose to constitute a Prohibited Activity provided that the Executive shall give the Company as much advance notice significant line of such disclosure as is reasonably practicable. As used herein, the term "Clients" shall mean those persons who, at any time during the Executive's course of employment with the Company (including, without limitation, prior to the date of this Agreement) are or were clients or customers of the Company or any affiliate thereof or any predecessor of any of the foregoingbusiness.

Prohibited Activities. The Executive (a) GE Power & Water’s reciprocating gas engines business (including Jenbacher and Waukesha engines businesses) (“Recips”) agrees that for a period of three (3) years following the Executive will not at any time during the Employment Term: Closing, Recips shall not: (Ai) (other than in the course of the Executive's employment) disclose or furnish to any other person orengage, directly or indirectlyas a shareholder, use owner, partner, joint venturer, or in a managerial capacity, whether as a principal, independent contractor, consultant or advisor, or as a distributor or sales representative, in any business selling any products with an ISO-rated waste heat generator power output of less than 1.0 Megawatt or related services in direct competition with the Product anywhere in the world (the “Territory”); (ii) call upon any Person who is, at that time, within the Territory, an employee of Purchaser, its Affiliates or any subsidiary of Purchaser or of its Affiliates in a managerial capacity for the Executive's own account purpose or with the account intent of any other person, any Trade Secrets, no matter enticing such employee away from where or in what manner he may have acquired such Trade Secrets, and the Executive shall retain all such Trade Secrets in trust for the benefit out of the Companyemploy of Purchaser, its affiliates and the successors and assigns of any of them, (B) directly Affiliates or through one or more intermediaries, solicit for employment or recommend to any subsequent employer of the Executive the solicitation for employment of, any person who, at the time of such solicitation, is employed by the Company or any affiliate, (C) directly or indirectly, whether for the Executive's own account or for the account of any other person, solicit, divert, or endeavor to entice away from the Company or any entity controlled by the Company, or otherwise engage in any activity intended to terminate, disrupt, or interfere with, the Company's or any of its affiliates' relationships with, Clients, or otherwise adversely affect the Company's or any of its affiliates' relationships with Clients or other business relationships of the Company or any affiliate thereof, or (D) publish or make any statement critical of the Company or any shareholder or affiliate of the Company or in any way adversely affect or otherwise malign the business or reputation of any of the foregoing persons (any activity described in clause (A), (B), (C) or (D) of this Section being referred to as a Prohibited Activity"); subsidiary provided, however, that if in the written opinion placing of Counsela public advertisement relating to a post, or a bona fide general recruitment campaign not specifically directed at any Person who is an employee of Purchaser or its Affiliates, and any subsequent contact between the Executive is legally compelled to disclose Trade Secrets to Seller and any tribunal or else stand liable for contempt or suffer other similar censure or penalty, then the disclosure Person responding to such tribunal of only those Trade Secrets which such counsel advises in writing are legally required to be disclosed public advertisement or recruitment campaign, shall not constitute a Prohibited Activity provided breach of this clause (ii); (iii) disclose customers, whether in existence or proposed, of the Product to any Person for use in selling products or services in competition with the Product. (b) Notwithstanding the provisions of Section 6.03(a) and without implicitly agreeing that the Executive following activities would be subject to the provisions of Section 6.03(a), nothing in this Agreement shall give preclude, prohibit or restrict GE or any of its Affiliates from engaging in any manner in any (i) Financial Services Business, (ii) De Minimis Business or (iii) business activity that would otherwise violate Section 6.03(a) if undertaken directly by GE or any of its Affiliates (“Covered Business Activity”) that is acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is acquired by or combined with GE or any of its Affiliates, in each case after the Closing Date (an “After-Acquired Company”); provided, that GE or any of its Affiliates may purchase and acquire an After-Acquired Business or After-Acquired Company as much advance notice if the primary purpose in making such acquisition is not to exploit for profit such Covered Business Activity, and provided, further, that with respect to clause (iii) above, so long as, (A) within eighteen (18) months after the consummation of the purchase or other acquisition of the After-Acquired Business or the After-Acquired Company, GE or such disclosure as is reasonably practicable. As used hereinAffiliate disposes of the After-Acquired Business or the relevant portion of the business or securities of the After-Acquired Business or the After-Acquired Company that conducts Covered Business Activity or (B) at the expiration of the eighteen-month (18-month) period, the term "Clients" business of the After-Acquired Business or the After-Acquired Company ceases to conduct Covered Business Activity or is and thereafter continues to be a De Minimis Business. (c) This Section 6.03 shall mean those persons whocease to be applicable to any Person at such time it is no longer a Subsidiary of GE and shall not apply to any Person that purchases assets, at operations or a business from GE or one of its Subsidiaries, if such Person is not a Subsidiary of GE after such transaction is consummated. This Section 6.03 does not apply to any time during the Executive's course Subsidiary of employment with the Company (including, without limitation, prior to GE in which a Person who is not an Affiliate of GE as of the date of this Agreement) are Agreement holds equity interests and with respect to whom GE or were clients or customers another Subsidiary, as applicable, and as of the Company date of this Agreement GE or any affiliate thereof Subsidiary of GE has existing contractual or legal obligations (including fiduciary duties of representatives on the board of directors or similar body of such Subsidiary) that limit GE’s ability to impose on the subject Subsidiary a non-competition obligation such as that in this Section 6.03. (d) In order that Purchaser may have and enjoy the full benefit of the Purchased Assets, GE and Seller agree that they and their Affiliates will not use or permit any predecessor Person under their control to use the names appearing on Section 6.03(d) of the Disclosure Schedules in any manner whatsoever in connection with any business which could be considered in direct or indirect competition with the Product, including the use of such names in promotional materials. (e) Because of the difficulty of measuring economic losses to Purchaser and its Affiliates as a result of any breach of the foregoingcovenants in this Section 6.03, and because of the immediate and irreparable damage that would be caused to Purchaser for which it would have no other adequate remedy, GE and Seller agree that, in the event of a breach by GE or Seller of the foregoing covenant, the covenant may be enforced by Purchaser or its Affiliates by injunctions and restraining orders.