Common use of Prohibition Against Competition After Employment Clause in Contracts

Prohibition Against Competition After Employment. (a) The Executive agrees that, after the Date of Termination, he will not compete with the Company to the extent, and subject to the express limitations, provided in this Section 10.3. At no time during the Term will the Executive, directly or indirectly, provide service as a principal, director, officer, agent, employee, consultant or contractor in or to any business that conducts Non-hazardous Solid Waste Management operations or provides portable toilet, street sweeping or any other services that the Company provides. (b) The Executive’s obligation not to compete with the Company will end three (3) years after the Date of Termination. If a court concludes that three (3) years is an unreasonable time for that obligation, the Executive’s obligation to not compete with the Company will end two (2) years after the Date of Termination. (c) During the Executive’s employment as Executive Vice President and Chief Financial Officer, he will be active in all significant management and operational issues and will possess Confidential Information regarding the Company’s operations across the nation, not just in any particular geographic area around where his office is or will be located. Confidential Information the Executive may be given about the Company’s strategic plans, its acquisition targets, and cost and profit margins in various markets, for example, will not be limited to the area around the corporate office or any other particular geographic area of the country. Thus, the scope of Executive’s obligation to not compete with the Company cannot reasonably be limited to a particular geographic area. Executive’s employment with any business that provides Non-hazardous Solid Waste Management services, regardless of location, is likely to harm the Company’s business interests. Accordingly, Executive agrees that he will not Render Services to any Competitor or any Principal Competitor that are: (i) rendered in a state in which the Company does business; or (ii) directed at achieving, or intended to achieve, a result in any such state. (d) The parties acknowledge that they have chosen Arizona law to apply to this Agreement (see Section 11.6) and that Arizona courts have not addressed under what circumstances, and to what extent, restrictive covenants that apply to a multi-state area are enforceable. Thus, the parties wish to include Section 10.3(d) as a back-up to the restrictions in Section 10.3(c) in the event a court concludes that those restrictions are not reasonably limited and xxxxxx the applicable portions of Section 10.3(c) under Arizona’s “blue pencil” rule. Accordingly, Executive will not Render Services to any Competitor or Principal Competitor that are: (i) rendered within forty (40) miles of any Facility; or (ii) directed at achieving, or intended to achieve, a result within forty (40) miles of any Facility. Executive acknowledges that the restrictions in this Section 10.3(d) are separate and apart from the restrictions in Section 10.3(c) above. (e) Additionally, Executive will not Render Services to any business providing portable toilet street sweeping or other services within forty (40) miles of any Facility at which the same or similar services are provided. (f) The non-compete restrictions in this Section 10.3 are expressly intended to preclude the Executive from physically working in a geographic area that is not covered by the applicable restriction (i.e., working in a state in which the Company is not conducting business) but where the Executive’s responsibilities would include any management, oversight or analysis of a business unit in a geographic area covered by the applicable restriction.

Prohibition Against Competition After Employment. (a) The Executive agrees that, after the Date of Termination, he will not compete with the Company to the extent, and subject to the express limitations, provided in this Section 10.3. At no time during the Term will the Executive, directly or indirectly, provide service as a principal, director, officer, agent, employee, consultant or contractor in or to any business that conducts Non-hazardous Solid Waste Management operations or provides portable toilet, street sweeping or any other services that the Company provides. (b) The Executive’s 's obligation not to compete with the Company will end three (3) years after the Date of Termination. If a court concludes that three (3) years is an unreasonable time for that obligation, the Executive’s 's obligation to not compete with the Company will end two (2) years after the Date of Termination. (c) During the Executive’s employment as Executive Vice President and Chief Financial Officer's employment, he will be a senior officer of the Company with detailed knowledge of, and active in all participation in, most significant management and operational issues issues. Moreover, he will be part of a management team that shares and will possess discusses Confidential Information regarding the Company’s 's operations across the nation, not just in any particular geographic area around where his office is or will be located. Confidential Information the Executive may be given about the Company’s 's strategic plans, its acquisition targets, and cost and profit margins in various markets, for example, will not be limited to the area around the corporate office or any other particular geographic area of the countryarea. Thus, the scope of Executive’s 's obligation to not compete with the Company cannot reasonably be limited to a particular geographic area. Executive’s 's employment with any business that provides Nonnon-hazardous Solid Waste Management solid waste management services, regardless of location, is likely to harm the Company’s 's business interests. Accordingly, Executive agrees that he will not Render Services render services to any Competitor or any Principal Competitor of the Company (as that term is defined in Section 10.1(b)) that are: (i) rendered in a any state in which the Company does conducts business; or (ii) directed at achieving, or intended to achieve, a result in any such state. (d) The parties acknowledge that they have chosen Arizona law to apply to this Agreement (see Section 11.6) and that Arizona courts have not addressed under what circumstances, and to what extent, restrictive covenants that apply to a multi-state area are enforceablein which the Company conducts business. Thus, the parties wish to include Section 10.3(d) as a back-up to the restrictions in Section 10.3(c) in In the event a court concludes that those restrictions are this particular restriction is not reasonably limited and xxxxxx the applicable portions of Section 10.3(c) under Arizona’s “blue pencil” rule. Accordinglylimited, Executive will not Render Services render services to any Competitor or Principal Competitor of the Company that are: (i) rendered within forty (40) miles of any Facility; or (ii) directed at achieving, or intended to achieve, a result within forty (40) miles of any Facility. (d) Executive further acknowledges that, while his employment with any Competitor is likely to cause irreparable harm to the Company's business interests, his employment with any of the Principal Competitors (as that term is defined in Section 10.1(b)) would lead to the most grievous harm to the Company. Accordingly, Executive agrees that he will not render services to any Principal Competitor of the Company that are: (i) rendered in a state in which the Company conducts business; or (ii) directed at achieving, or intended to achieve, a result in any such state. Executive acknowledges that the restrictions in this Section 10.3(d) are separate and apart from the restrictions in Section 10.3(c) above. (e) Additionally, Executive will not Render Services render services to any public or private business providing portable toilet or street sweeping or other services within forty (40) miles of any Facility at which the same or similar such services are provided. (f) The non-compete restrictions in this Section 10.3 are expressly intended to preclude the Executive from physically working in a geographic area that is not covered by the applicable restriction (i.e., working in a state in which the Company is not conducting business) but where the Executive’s 's responsibilities would include any management, oversight or analysis of a business unit in a geographic area covered by the applicable restriction.

Prohibition Against Competition After Employment. (a) The Executive agrees that, after the Date of Termination, he will not compete with the Company to the extent, and subject to the express limitations, provided in this Section 10.3. At no time during the Term will the Executive, directly or indirectly, provide service as a principal, director, officer, agent, employee, consultant or contractor in or to any business that conducts Non-hazardous Solid Waste Management operations or provides portable toilet, street sweeping or any other services that the Company provides. (b) The Executive’s obligation not to compete with the Company will end three (3) years after the Date of Termination. If a court concludes that three (3) years is an unreasonable time for that obligation, the Executive’s obligation to not compete with the Company will end two (2) years after the Date of Termination. (c) During the Executive’s employment as Chief Executive Vice President and Chief Financial Officer, he will be the most senior executive officer of the Company, with detailed knowledge of, and active in participation in, all significant management and operational issues and issues. Moreover, as Chief Executive Officer, he will possess Confidential Information regarding the Company’s operations across the nation, not just in any particular geographic area around where his office is or will be located. Confidential Information the Executive may be given about the Company’s strategic plans, its acquisition targets, and cost and profit margins in various markets, for example, will not be limited to the area around the corporate office or any other particular geographic area of the country. Thus, the scope of Executive’s obligation to not compete with the Company cannot reasonably be limited to a particular geographic area. Executive’s employment with any business that provides Non-hazardous Solid Waste Management services, regardless of location, is likely to harm the Company’s business interests. Accordingly, Executive agrees that he will not Render Services to any Competitor or any Principal Competitor that are: (i) rendered in a state in which the Company does business; or (ii) directed at achieving, or intended to achieve, a result in any such state. (d) The parties acknowledge that they have chosen Arizona law to apply to this Agreement (see Section 11.6) and that Arizona courts have not addressed under what circumstances, and to what extent, restrictive covenants that apply to a multi-state area are enforceable. Thus, the parties wish to include Section 10.3(d) as a back-up to the restrictions in Section 10.3(c) in the event a court concludes that those restrictions are not reasonably limited and xxxxxx sxxxxx the applicable portions of Section 10.3(c) under Arizona’s “blue pencil” rule. Accordingly, Executive will not Render Services to any Competitor or Principal Competitor that are: (i) rendered within forty (40) miles of any Facility; or (ii) directed at achieving, or intended to achieve, a result within forty (40) miles of any Facility. Executive acknowledges that the restrictions in this Section 10.3(d) are separate and apart from the restrictions in Section 10.3(c) above. (e) Additionally, Executive will not Render Services to any business providing portable toilet street sweeping or other services within forty (40) miles of any Facility at which the same or similar services are provided. (f) The non-compete restrictions in this Section 10.3 are expressly intended to preclude the Executive from physically working in a geographic area that is not covered by the applicable restriction (i.e., working in a state in which the Company is not conducting business) but where the Executive’s responsibilities would include any management, oversight or analysis of a business unit in a geographic area covered by the applicable restriction.

Prohibition Against Competition After Employment. (a) The Executive agrees that, after the Date of Termination, he will not compete with the Company to the extent, and subject to the express limitations, provided in this Section 10.3. At no time during the Term will the Executive, directly or indirectly, provide service as a principal, director, officer, agent, employee, consultant or contractor in or to any business that conducts Non-hazardous Solid Waste Management operations or provides portable toilet, street sweeping or any other services that the Company provides. (b) The Executive’s obligation not to compete with the Company will end three (3) years after the Date of Termination. If a court concludes that three (3) years is an unreasonable time for that obligation, the Executive’s obligation to not compete with the Company will end two (2) years after the Date of Termination. (c) During the Executive’s employment as Chief Executive Vice President and Chief Financial Officer, he will be the most senior executive officer of the Company, with detailed knowledge of, and active in participation in, all significant management and operational issues and issues. Moreover, as Chief Executive Officer, he will possess Confidential Information regarding the Company’s operations across the nation, not just in any particular geographic area around where his office is or will be located. Confidential Information the Executive may be given about the Company’s strategic plans, its acquisition targets, and cost and profit margins in various markets, for example, will not be limited to the area around the corporate office or any other particular geographic area of the country. Thus, the scope of Executive’s obligation to not compete with the Company cannot reasonably be limited to a particular geographic area. Executive’s employment with any business that provides Non-hazardous Solid Waste Management servicesServices, regardless of location, is likely to harm the Company’s business interests. Accordingly, Executive agrees that he will not Render Services to any Competitor or any Principal Competitor that are: (i) rendered in a state in which the Company does business; or (ii) directed at achieving, or intended to achieve, a result in any such state. (d) The parties acknowledge that they have chosen Arizona law to apply to this Agreement (see Section 11.6) and that Arizona courts have not addressed under what circumstances, and to what extent, restrictive covenants that apply to a multi-state area are enforceable. Thus, the parties wish to include Section 10.3(d) as a back-up to the restrictions in Section 10.3(c) in the event a court concludes that those restrictions are not reasonably limited and xxxxxx sxxxxx the applicable portions of Section 10.3(c103.(c) under Arizona’s “blue pencil” rule. Accordingly, Executive will not Render Services to any Competitor or Principal Competitor that are: (i) rendered within forty (40) miles of any Facility; or (ii) directed at achieving, or intended to achieve, a result within forty (40) miles of any Facility. Executive acknowledges that the restrictions in this Section 10.3(d) are separate and apart from the restrictions in Section 10.3(c) above. (e) Additionally, Executive will not Render Services to any business providing portable toilet street sweeping or other services within forty (40) miles of any Facility at which the same or similar services are provided. (f) The non-compete restrictions in this Section 10.3 are expressly intended to preclude the Executive from physically working in a geographic area that is not covered by the applicable restriction (i.e., working in a state in which the Company is not conducting business) but where the Executive’s responsibilities would include any management, oversight or analysis of a business unit in a geographic area covered by the applicable restriction.

Prohibition Against Competition After Employment. (a) The Executive agrees that, after the Date of Termination, he will not compete with the Company to the extent, and subject to the express limitations, provided in this Section 10.3. At no time during the Term will the Executive, directly or indirectly, provide service as a principal, director, officer, agent, employee, consultant or contractor in or to any business that conducts Non-hazardous Solid Waste Management operations or provides portable toilet, street sweeping or any other services that the Company provides. (b) The Executive’s obligation not to compete with the Company will end three (3) years after the Date of Termination. If a court concludes that three (3) years is an unreasonable time for that obligation, the Executive’s obligation to not compete with the Company will end two (2) years after the Date of Termination. (c) During the Executive’s employment as Executive Vice President President, General Counsel, and Chief Financial OfficerCorporate Secretary, he will be active in all significant management and operational issues and will possess Confidential Information regarding the Company’s operations across the nation, not just in any particular geographic area around where his office is or will be located. Confidential Information the Executive may be given about the Company’s strategic plans, its acquisition targets, and cost and profit margins in various markets, for example, will not be limited to the area around the corporate office or any other particular geographic area of the country. Thus, the scope of Executive’s obligation to not compete with the Company cannot reasonably be limited to a particular geographic area. Executive’s employment with any business that provides Non-hazardous Solid Waste Management services, regardless of location, is likely to harm the Company’s business interests. Accordingly, Executive agrees that he will not Render Services to any Competitor or any Principal Competitor that are: (i) rendered in a state in which the Company does business; or (ii) directed at achieving, or intended to achieve, a result in any such state. (d) The parties acknowledge that they have chosen Arizona law to apply to this Agreement (see Section 11.6) and that Arizona courts have not addressed under what circumstances, and to what extent, restrictive covenants that apply to a multi-state area are enforceable. Thus, the parties wish to include Section 10.3(d) as a back-up to the restrictions in Section 10.3(c) in the event a court concludes that those restrictions are not reasonably limited and xxxxxx the applicable portions of Section 10.3(c) under Arizona’s “blue pencil” rule. Accordingly, Executive will not Render Services to any Competitor or Principal Competitor that are: (i) rendered within forty (40) miles of any Facility; or (ii) directed at achieving, or intended to achieve, a result within forty (40) miles of any Facility. Executive acknowledges that the restrictions in this Section 10.3(d) are separate and apart from the restrictions in Section 10.3(c) above. (e) Additionally, Executive will not Render Services to any business providing portable toilet street sweeping or other services within forty (40) miles of any Facility at which the same or similar services are provided. (f) The non-compete restrictions in this Section 10.3 are expressly intended to preclude the Executive from physically working in a geographic area that is not covered by the applicable restriction (i.e., working in a state in which the Company is not conducting business) but where the Executive’s responsibilities would include any management, oversight or analysis of a business unit in a geographic area covered by the applicable restriction. (g) The Executive acknowledges that the non-compete restrictions in this Section 10.3 are not intended to restrict the Executive from engaging in the practice of law, per se, but are reasonable and necessary because the Executive will be active in all significant management and operational issues and will possess Confidential Information regarding the Company’s operations.

Prohibition Against Competition After Employment. (a) The Executive agrees that, after the Date of Termination, he will not compete with the Company to the extent, and subject to the express limitations, provided in this Section 10.3. At no time during the Term will the Executive, directly or indirectly, provide service as a principal, director, officer, agent, employee, consultant or contractor in or to any business that conducts Non-hazardous Solid Waste Management operations or provides portable toilet, street sweeping or any other services that the Company provides. (b) The Executive’s obligation not to compete with the Company will end three two (32) years after the Date of Termination. If a court concludes that three two (32) years is an unreasonable time for that obligation, the Executive’s obligation to not compete with the Company will end two one (21) years year after the Date of Termination. (c) During the Executive’s employment as Executive Vice President and Chief Financial Personnel Officer, he will be active in all significant management and operational issues and will possess Confidential Information regarding the Company’s operations across the nation, not just in any particular geographic area around where his office is or will be located. Confidential Information the Executive may be given about the Company’s strategic plans, its acquisition targets, and cost and profit margins in various markets, for example, will not be limited to the area around the corporate office or any other particular geographic area of the country. Thus, the scope of Executive’s obligation to not compete with the Company cannot reasonably be limited to a particular geographic area. Executive’s employment with any business that provides Non-hazardous Solid Waste Management services, regardless of location, is likely to harm the Company’s business interests. Accordingly, Executive agrees that he will not Render Services to any Competitor or any Principal Competitor that are: (i) rendered in a state in which the Company does business; or (ii) directed at achieving, or intended to achieve, a result in any such state. (d) The parties acknowledge that they have chosen Arizona law to apply to this Agreement (see Section 11.6) and that Arizona courts have not addressed under what circumstances, and to what extent, restrictive covenants that apply to a multi-state area are enforceable. Thus, the parties wish to include Section 10.3(d) as a back-up to the restrictions in Section 10.3(c) in the event a court concludes that those restrictions are not reasonably limited and xxxxxx sxxxxx the applicable portions of Section 10.3(c) under Arizona’s “blue pencil” rule. Accordingly, Executive will not Render Services to any Competitor or Principal Competitor that are: (i) rendered within forty (40) miles of any Facility; or (ii) directed at achieving, or intended to achieve, a result within forty (40) miles of any Facility. Executive acknowledges that the restrictions in this Section 10.3(d) are separate and apart from the restrictions in Section 10.3(c) above. (e) Additionally, Executive will not Render Services to any business providing portable toilet street sweeping or other services within forty (40) miles of any Facility at which the same or similar services are provided. (f) The non-compete restrictions in this Section 10.3 are expressly intended to preclude the Executive from physically working in a geographic area that is not covered by the applicable restriction (i.e., working in a state in which the Company is not conducting business) but where the Executive’s responsibilities would include any management, oversight or analysis of a business unit in a geographic area covered by the applicable restriction.

Prohibition Against Competition After Employment. (a) The Executive agrees that, after the Date of Termination, he will not compete with the Company to the extent, and subject to the express limitations, provided in this Section 10.3. At no time during the Term will the Executive, directly or indirectly, provide service as a principal, director, officer, agent, employee, consultant or contractor in or to any business that conducts Non-hazardous Solid Waste Management operations or provides portable toilet, street sweeping or any other services that the Company provides. (b) The Executive’s 's obligation not to compete with the Company will end three (3) years after the Date of Termination. If a court concludes that three (3) years is an unreasonable time for that obligation, the Executive’s obligation to not compete with the Company will end two (2) years after the Date of Termination. If a court concludes that two (2) years is an unreasonable time for that obligation, the Executive's obligation to not compete with the Company will end one (1) year after the Date of Termination. (c) During the Executive’s 's employment as Executive Vice President President, Human Resources and Chief Financial OfficerOrganizational Development, he will be active in all significant management and operational issues and will possess Confidential Information regarding the Company’s 's operations across the nation, not just in any particular geographic area around where his office is or will be located. Confidential Information the Executive may be given about the Company’s strategic plans, its acquisition targets, and cost and profit margins in various markets, for example, will not be limited to the area around the corporate office or any other particular geographic area of the country. Thus, the scope of Executive’s 's obligation to not compete with the Company cannot reasonably be limited to a particular geographic area. Executive’s 's employment with any business that provides Non-hazardous Solid Waste Management servicesServices, regardless of location, is likely to harm the Company’s 's business interests. Accordingly, Executive agrees that he will not Render Services to any Competitor or any Principal Competitor that are: (i) rendered in a state in which the Company does business; or (ii) directed at achieving, or intended to achieve, a result in any such state. (d) The parties acknowledge that they have chosen Arizona law to apply to this Agreement (see Section 11.6) and that Arizona courts have not addressed under what circumstances, and to what extent, restrictive covenants that apply to a multi-state area are enforceable. Thus, the parties wish to include Section 10.3(d) as a back-up to the restrictions in Section 10.3(c) in the event a court concludes that those restrictions are not reasonably limited and xxxxxx the applicable portions of Section 10.3(c) under Arizona’s “blue pencil” rule. Accordingly, Executive will not Render Services to any Competitor or Principal Competitor that are: (i) rendered within forty (40) miles of any Facility; or (ii) directed at achieving, or intended to achieve, a result within forty (40) miles of any Facility. Executive acknowledges that the restrictions in this Section 10.3(d) are separate and apart from the restrictions in Section 10.3(c) above. (e) Additionally, Executive will not Render Services to any business providing portable toilet street sweeping or other services within forty (40) miles of any Facility at which the same or similar services are provided. (f) The non-compete restrictions in this Section 10.3 are expressly intended to preclude the Executive from physically working in a geographic area that is not covered by the applicable restriction (i.e., working in a state in which the Company is not conducting business) but where the Executive’s responsibilities would include any management, oversight or analysis of a business unit in a geographic area covered by the applicable restriction.in

Prohibition Against Competition After Employment. (a) The Executive agrees that, after the Date of Termination, he will not compete with the Company to the extent, and subject to the express limitations, provided in this Section 10.3. At no time during the Term will the Executive, directly or indirectly, provide service as a principal, director, officer, agent, employee, consultant or contractor in or to any business that conducts Non-hazardous Solid Waste Management operations or provides portable toilet, street sweeping or any other services that the Company provides. (b) The Executive’s obligation not to compete with the Company will end three (3) years after the Date of Termination. If a court concludes that three (3) years is an unreasonable time for that obligation, the Executive’s obligation to not compete with the Company will end two (2) years after the Date of Termination. (c) During the Executive’s employment as Chief Executive Vice President and Chief Financial Officer, he will be the most senior executive officer of the Company, with detailed knowledge of, and active in participation in, all significant management and operational issues and issues. Moreover, as Chief Executive Officer, he will possess Confidential Information regarding the Company’s operations across the nation, not just in any particular geographic area around where his office is or will be located. Confidential Information the Executive may be given about the Company’s strategic plans, its acquisition targets, and cost and profit margins in various markets, for example, will not be limited to the area around the corporate office or any other particular geographic area of the country. Thus, the scope of Executive’s obligation to not compete with the Company cannot reasonably be limited to a particular geographic area. Executive’s employment with any business that provides Non-hazardous Solid Waste Management services, regardless of location, is likely to harm the Company’s business interests. Accordingly, Executive agrees that he will not Render Services to any Competitor or any Principal Competitor that are: (i) rendered in a state in which the Company does business; or (ii) directed at achieving, or intended to achieve, a result in any such state. (d) The parties acknowledge that they have chosen Arizona law to apply to this Agreement (see Section 11.6) and that Arizona courts have not addressed under what circumstances, and to what extent, restrictive covenants that apply to a multi-state area are enforceable. Thus, the parties wish to include Section 10.3(d) as a back-up to the restrictions in Section 10.3(c) in the event a court concludes that those restrictions are not reasonably limited and xxxxxx the applicable portions of Section 10.3(c) under Arizona’s “blue pencil” rule. Accordingly, Executive will not Render Services to any Competitor or Principal Competitor that are: (i) rendered within forty (40) miles of any Facility; or (ii) directed at achieving, or intended to achieve, a result within forty (40) miles of any Facility. Executive acknowledges that the restrictions in this Section 10.3(d) are separate and apart from the restrictions in Section 10.3(c) above. (e) Additionally, Executive will not Render Services to any business providing portable toilet street sweeping or other services within forty (40) miles of any Facility at which the same or similar services are provided. (f) The non-compete restrictions in this Section 10.3 are expressly intended to preclude the Executive from physically working in a geographic area that is not covered by the applicable restriction (i.e., working in a state in which the Company is not conducting business) but where the Executive’s responsibilities would include any management, oversight or analysis of a business unit in a geographic area covered by the applicable restriction.

Prohibition Against Competition After Employment. (a) The Executive agrees that, after the Date of Termination, he will not compete with the Company to the extent, and subject to the express limitations, provided in this Section 10.3. At no time during the Term will the Executive, directly or indirectly, provide service as a principal, director, officer, agent, employee, consultant or contractor in or to any business that conducts Non-hazardous Solid Waste Management operations or provides portable toilet, street sweeping or any other services that the Company provides. (b) The Executive’s obligation not to compete with the Company will end three (3) years after the Date of Termination. If a court concludes that three (3) years is an unreasonable time for that obligation, the Executive’s obligation to not compete with the Company will end two (2) years after the Date of Termination. (c) During the Executive’s employment as Executive Vice President President, General Counsel, and Chief Financial OfficerCorporate Secretary, he will be active in all significant management and operational issues and will possess Confidential Information regarding the Company’s operations across the nation, not just in any particular geographic area around where his office is or will be located. Confidential Information the Executive may be given about the Company’s strategic plans, its acquisition targets, and cost and profit margins in various markets, for example, will not be limited to the area around the corporate office or any other particular geographic area of the country. Thus, the scope of Executive’s obligation to not compete with the Company cannot reasonably be limited to a particular geographic area. Executive’s employment with any business that provides Non-hazardous Solid Waste Management services, regardless of location, is likely to harm the Company’s business interests. Accordingly, Executive agrees that he will not Render Services to any Competitor or any Principal Competitor that are: (i) rendered in a state in which the Company does business; or (ii) directed at achieving, or intended to achieve, a result in any such state. (d) The parties acknowledge that they have chosen Arizona law to apply to this Agreement (see Section 11.6) and that Arizona courts have not addressed under what circumstances, and to what extent, restrictive covenants that apply to a multi-state area are enforceable. Thus, the parties wish to include Section 10.3(d) as a back-up to the restrictions in Section 10.3(c) in the event a court concludes that those restrictions are not reasonably limited and xxxxxx sxxxxx the applicable portions of Section 10.3(c) under Arizona’s “blue pencil” rule. Accordingly, Executive will not Render Services to any Competitor or Principal Competitor that are: (i) rendered within forty (40) miles of any Facility; or (ii) directed at achieving, or intended to achieve, a result within forty (40) miles of any Facility. Executive acknowledges that the restrictions in this Section 10.3(d) are separate and apart from the restrictions in Section 10.3(c) above. (e) Additionally, Executive will not Render Services to any business providing portable toilet street sweeping or other services within forty (40) miles of any Facility at which the same or similar services are provided. (f) The non-compete restrictions in this Section 10.3 are expressly intended to preclude the Executive from physically working in a geographic area that is not covered by the applicable restriction (i.e., working in a state in which the Company is not conducting business) but where the Executive’s responsibilities would include any management, oversight or analysis of a business unit in a geographic area covered by the applicable restriction. (g) The Executive acknowledges that the non-compete restrictions in this Section 10.3 are not intended to restrict the Executive from engaging in the practice of law, per se, but are reasonable and necessary because the Executive will be active in all significant management and operational issues and will possess Confidential Information regarding the Company’s operations.

Prohibition Against Competition After Employment. (a) The Executive agrees that, after the Date of Termination, he will not compete with the Company to the extent, and subject to the express limitations, provided in this Section 10.3. At no time during the Term will the Executive, directly or indirectly, provide service as a principal, director, officer, agent, employee, consultant or contractor in or to any business that conducts Non-hazardous Solid Waste Management operations or provides portable toilet, street sweeping or any other services that the Company provides. (b) The Executive’s obligation not to compete with the Company will end three two (32) years after the Date of Termination. If a court concludes that three two (32) years is an unreasonable time for that obligation, the Executive’s obligation to not compete with the Company will end two one (21) years year after the Date of Termination. (c) During the Executive’s employment as Executive Vice President President, Human Resources and Chief Financial OfficerOrganizational Development, he will be active in all significant management and operational issues and will possess Confidential Information regarding the Company’s operations across the nation, not just in any particular geographic area around where his office is or will be located. Confidential Information the Executive may be given about the Company’s strategic plans, its acquisition targets, and cost and profit margins in various markets, for example, will not be limited to the area around the corporate office or any other particular geographic area of the country. Thus, the scope of Executive’s obligation to not compete with the Company cannot reasonably be limited to a particular geographic area. Executive’s employment with any business that provides Non-hazardous Solid Waste Management services, regardless of location, is likely to harm the Company’s business interests. Accordingly, Executive agrees that he will not Render Services to any Competitor or any Principal Competitor that are: (i) rendered in a state in which the Company does business; or (ii) directed at achieving, or intended to achieve, a result in any such state. (d) The parties acknowledge that they have chosen Arizona law to apply to this Agreement (see Section 11.6) and that Arizona courts have not addressed under what circumstances, and to what extent, restrictive covenants that apply to a multi-state area are enforceable. Thus, the parties wish to include Section 10.3(d) as a back-up to the restrictions in Section 10.3(c) in the event a court concludes that those restrictions are not reasonably limited and xxxxxx the applicable portions of Section 10.3(c) under Arizona’s “blue pencil” rule. Accordingly, Executive will not Render Services to any Competitor or Principal Competitor that are: (i) rendered within forty (40) miles of any Facility; or (ii) directed at achieving, or intended to achieve, a result within forty (40) miles of any Facility. Executive acknowledges that the restrictions in this Section 10.3(d) are separate and apart from the restrictions in Section 10.3(c) above. (e) Additionally, Executive will not Render Services to any business providing portable toilet street sweeping or other services within forty (40) miles of any Facility at which the same or similar services are provided. (f) The non-compete restrictions in this Section 10.3 are expressly intended to preclude the Executive from physically working in a geographic area that is not covered by the applicable restriction (i.e., working in a state in which the Company is not conducting business) but where the Executive’s responsibilities would include any management, oversight or analysis of a business unit in a geographic area covered by the applicable restriction.

Prohibition Against Competition After Employment. (a) The Executive agrees that, after the Date of Termination, he will not compete with the Company to the extent, and subject to the express limitations, provided in this Section 10.3. At no time during the Term will the Executive, directly or indirectly, provide service as a principal, director, officer, agent, employee, consultant or contractor in or to any business that conducts Non-hazardous Solid Waste Management operations or provides portable toilet, street sweeping or any other services that the Company provides. (b) The Executive’s obligation not to compete with the Company will end three (3) years after the Date of Termination. If a court concludes that three (3) years is an unreasonable time for that obligation, the Executive’s obligation to not compete with the Company will end two (2) years after the Date of Termination. (c) During the Executive’s employment as Executive Vice President and Chief Financial Officer, he will be active in all significant management and operational issues and will possess Confidential Information regarding the Company’s operations across the nation, not just in any particular geographic area around where his office is or will be located. Confidential Information the Executive may be given about the Company’s strategic plans, its acquisition targets, and cost and profit margins in various markets, for example, will not be limited to the area around the corporate office or any other particular geographic area of the country. Thus, the scope of Executive’s obligation to not compete with the Company cannot reasonably be limited to a particular geographic area. Executive’s employment with any business that provides Non-hazardous Solid Waste Management services, regardless of location, is likely to harm the Company’s business interests. Accordingly, Executive agrees that he will not Render Services to any Competitor or any Principal Competitor that are: (i) rendered in a state in which the Company does business; or (ii) directed at achieving, or intended to achieve, a result in any such state. (d) The parties acknowledge that they have chosen Arizona law to apply to this Agreement (see Section 11.6) and that Arizona courts have not addressed under what circumstances, and to what extent, restrictive covenants that apply to a multi-state area are enforceable. Thus, the parties wish to include Section 10.3(d) as a back-up to the restrictions in Section 10.3(c) in the event a court concludes that those restrictions are not reasonably limited and xxxxxx sxxxxx the applicable portions of Section 10.3(c) under Arizona’s “blue pencil” rule. Accordingly, Executive will not Render Services to any Competitor or Principal Competitor that are: (i) rendered within forty (40) miles of any Facility; or (ii) directed at achieving, or intended to achieve, a result within forty (40) miles of any Facility. Executive acknowledges that the restrictions in this Section 10.3(d) are separate and apart from the restrictions in Section 10.3(c) above. (e) Additionally, Executive will not Render Services to any business providing portable toilet street sweeping or other services within forty (40) miles of any Facility at which the same or similar services are provided. (f) The non-compete restrictions in this Section 10.3 are expressly intended to preclude the Executive from physically working in a geographic area that is not covered by the applicable restriction (i.e., working in a state in which the Company is not conducting business) but where the Executive’s responsibilities would include any management, oversight or analysis of a business unit in a geographic area covered by the applicable restriction.conducting