Common use of Restricted Activities Clause in Contracts

Restricted Activities. The Executive agrees that certain restrictions on his activities during his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its Affiliates. (b) The Executive agrees that, while he is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his employment by the Company he shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its Affiliates. (b) The Executive further agrees that, while he is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of or the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his employment by the Company he shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees You acknowledge that certain in your employment with the Company you will have access to confidential, proprietary and trade secret information which, if disclosed, would assist in competition against the Company Group and that you will also generate goodwill for the Company Group in the course of your employment. Therefore, you agree that the following restrictions on his your activities during his and after your employment are necessary to protect the goodwill, Confidential Information confidential information and other legitimate interests of the Company and its AffiliatesGroup: (a) While During the Executive is employed by the CompanyNon-Competition Period (as defined below), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or neither you nor any of its Affiliates anywhere in the world your affiliates will compete, or undertake any planning for competition to compete, in any way (whether directly or indirectly as an officer, director, employee, owner, investor, joint venture, independent contractor or otherwise) with the Company or any of its AffiliatesGroup. Specifically, but without limiting the foregoing, the Executive agrees you will not to engage work or provide services, in any manner capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any person or entity who is engaged in any activity business that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates Group, as conducted or under consideration at in planning (i.e., the Company Group has taken material steps in implementing such plan) during your employment with the Company. A competitive business shall, without express or implied limitation, include any time during person or entity in the Executive’s employment business of the retail sale, direct marketing or to provide services wholesale of discounted or closeout merchandise in any capacity state where the Company Group does business or in any state contiguous to a Person state in which is a competitor the Company Group does business. You understand and agree that ownership of less than 5% of the Company or outstanding stock of any of its Affiliates. (b) The Executive agrees that, while he is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he publicly-traded corporation will not hire or attempt in and of itself be deemed to hire result in any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her relationship competition with the Company or any Group. For purposes of its Affiliates; or solicit or encourage any customer this Agreement, “Non-Competition Period” shall mean the period during the Term of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its AffiliatesEmployment and for one (1) year thereafter. (c) The Executive agrees that during his employment by the Company he shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its Affiliates. (b) The Executive agrees that, while he is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her his relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his employment by the Company he shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his her activities during his her employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its Affiliates. (b) The Executive agrees that, while he she is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his her duties, he she will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his her or her relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his her employment by the Company he she shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his employment are necessary to protect Except with the goodwill, Confidential Information and other legitimate interests written permission of the Company and its AffiliatesCompany, the Chief Executive must not (whether directly or indirectly), within Australia or the United States of America during the period of six (6) months following termination or expiry of their employment: (a) While the Executive is employed carry on or otherwise be concerned with or interested in any business which offers or provides products or services similar to or otherwise competitive with those offered or provided by the Company. This includes not providing finance or services, the Executive shall notor otherwise being indirectly involved as a shareholder, directly or indirectlyunit holder, whether as ownerdirector, consultant, adviser, contractor, principal, agent, manager, beneficiary, partner, investorassociate, consultanttrustee or financier of such a business; (b) obtain or apply for regulatory licenses, agentpermits or privileges that would permit the Chief Executive to carry on or otherwise be concerned with or interested in any business referred to in paragraph (a) above; (c) solicit or persuade any customer or client who has dealt with the Company during the previous twelve (12) months of the Chief Executive’s employment or is in the process of negotiating with the Company at the date of termination or expiry of your employment in relation to any business carried on by the Company at that time, employee, co-venturer or otherwise, compete to cease doing business with the Company or any reduce the amount of its Affiliates anywhere in business which the world person would normally do (or undertake any planning for competition otherwise have done) with the Company or Company; (d) accept from a person referred to in clause 10.1(c) any business of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with kind ordinarily forming part of the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its Affiliates.Company; (be) The Executive agrees that, while he is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he will not hire induce or attempt to hire induce any director, manager or employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her relationship their employment with the Company Company, whether or not that person would commit a breach of that person’s contract of employment; (f) employ any person who during the last twelve (12) months of its Affiliates; the Chief Executive’s employment has been a director, manager, or solicit or encourage any customer employee of the Company who is or may be likely to be in possession of any confidential information or trade secrets relating to: 1) the business of its Affiliates to terminate or diminish its relationship with themthe Company; or solicit 2) the customers of the Company; (g) disparage or encourage otherwise make any customer statements that may or potential customer may be likely to injure the commercial reputation of the Company to any person or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct persons whatsoever; or (h) interfere with the Company or any of its Affiliates. (c) The Executive agrees that during his employment by relationship between the Company he shall not publish any work that disparages the Company and its customers, employees or any of its Affiliates, their management or their business or the Productssuppliers.

Restricted Activities. The In consideration of the foregoing, the Executive agrees that certain some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:. (a) While the Executive is employed by the CompanyCompany and until the conclusion of a period equal to twenty-four (24) months from the date the Executive’s employment terminates, (the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in within the world United States of America or undertake any planning for competition any business competitive with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment in the retail store, retail catalog or to provide services in Internet retail sale of equestrian products. (b) The Executive agrees that, during his employment with the Company, will not undertake any capacity outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a Person which is a competitor conflict of interest or otherwise interfere with his duties and obligation to the Company or any of its Affiliates. (bc) The Executive further agrees that, that while he is employed by the CompanyCompany and during the Non-Competition Period, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; , assist in such hiring by any Person; , encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; , or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (cd) The Executive agrees that during shall specifically not be able to shorten the Non-Competition Period by waiving his employment by the Company he shall not publish any work that disparages the Company right to receive payments under paragraph 5(d) or any of its Affiliates, their management or their business or the Products5(e).

Restricted Activities. The In consideration of the foregoing, the Executive agrees that certain some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:. (a) While the Executive is employed by the CompanyCompany and until the conclusion of a period equal to twenty-four (24) months from the date the Executive's employment terminates, (the "Non-Competition Period"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in within the world United States of America or undertake any planning for competition any business competitive with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s 's employment in the retail store, retail catalog or to provide services in Internet retail sale of equestrian products. (b) The Executive agrees that, during his employment with the Company, will not undertake any capacity outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a Person which is a competitor conflict of interest or otherwise interfere with his duties and obligation to the Company or any of its Affiliates. (bc) The Executive further agrees that, that while he is employed by the CompanyCompany and during the Non-Competition Period, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; , assist in such hiring by any Person; , encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; , or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (cd) The Executive agrees that during shall specifically not be able to shorten the Non-Competition Period by waiving his employment by the Company he shall not publish any work that disparages the Company right to receive payments under paragraph 5(d) or any of its Affiliates, their management or their business or the Products5(e).

Restricted Activities. The Executive agrees that certain restrictions on his activities during his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (ai) While the Executive is employed by hereunder and for a period of two (2) years after his employment terminates (the Company"Non-Competition Period"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer coventurer or otherwise, compete with the Company or any of its Affiliates anywhere affiliates within the United States or within any country in which the world Company makes sales of products representing 50% or more of its revenue undertake with any third party any planning for competition any business competitive with the Company or any of its Affiliatesaffiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive with the business of the Company or potentially any of its affiliates as conducted or under active development at any time during the Term of Executive's Employment. For the purposes of this Section 7, the business of the Company and its affiliates shall include all Products and the Executive's undertaking shall encompass all items, products and services that may be competitive with Products. (ii) The Executive agrees that, during his employment hereunder, he will not undertake any outside activity, whether or not competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity affiliates, that could reasonably give rise to a Person which is a competitor conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliatesaffiliates. (biii) The Executive further agrees that, that while he is employed by the CompanyCompany hereunder and during the Non-Competition Period, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; affiliates to perform services for any Person, assist in such hiring by any Person; , encourage any such employee to terminate his or her relationship with with, the Company or any of its Affiliates; affiliates, or solicit or encourage any customer or vendor of the Company or any of its Affiliates affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer them or, in the case of the Company or any of its Affiliates a customer, to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliatesaffiliates. (c) The Executive agrees that during his employment by the Company he shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its AffiliatesAffiliates during his employment with the Company. (b) The Executive agrees that, while he is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his employment by the Company he the Executive shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its Affiliates. (b) The Executive agrees that, while he is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his her duties, he He will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his her or her relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his employment by the Company he He shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his the employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Affiliates Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its Affiliates. (b) The Executive agrees that, while he she is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his her duties, he the Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his the employment by the Company he the Executive shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliatesworld. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its Affiliates. (b) The Executive agrees that, while he is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of or the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his employment by the Company he shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees During the Restricted Period, no Seller that certain restrictions on his activities during his employment is an individual (which, for the avoidance of doubt, shall not include any Sellers that are necessary to protect entities) (each, a “Restricted Seller”) will, directly or indirectly, for any reason, for its own benefit or for the goodwill, Confidential Information and benefit of or together with any other legitimate interests of the Company and its AffiliatesPerson: (a) While the Executive is employed by the Companysolicit or conspire with, the Executive shall notor attempt to solicit or conspire with, directly or indirectly, whether as owner, partner, investor, consultant, agent, any employee, co-venturer manager, director or otherwise, compete with the Company advisor of Purchaser or any of its Affiliates anywhere in the world to terminate that Person’s engagement or undertake any planning for competition relationship with the Company Purchaser or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its Affiliates.; (b) The Executive agrees thatsolicit or attempt to solicit, while he is employed by any of the CompanyClients or Suppliers of Purchaser or its Affiliates (as defined below) with whom such Restricted Seller has had material contact during the one year prior to the Closing Date to terminate their business relationship with Purchaser or its Affiliates (as used herein, “Clients” and excluding “Suppliers” shall be defined as any activities undertaken on behalf Person that has been an active client/customer or supplier of the Company Group or any of its Affiliates in the course of his duties, he will not hire a targeted prospective client/customer or attempt to hire any employee supplier of the Company Group or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates during the one year prior to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates.Closing Date); (c) The Executive agrees divert or attempt to divert any or all of such Customers’ or Suppliers’ business from Purchaser or its Affiliates in violation of any unfair competition laws or other applicable laws; or (d) be engaged as an executive officer, limited liability entity manager or director or in any other managerial or sales capacity or as an owner, co-owner, or other investor of or in, or lender to, whether as an employee, independent contractor, consultant or advisor, or sales representative or distributor of any kind, in any Restricted Business anywhere in the Restricted Area, with the parties acknowledging that during his employment by Purchaser and its Affiliates are actively engaged in such business throughout and beyond all parts of the Company he Restricted Territory; provided, however, the foregoing prohibition on ownership shall not publish any work apply to ownership of investments in: (A) a Person that disparages is a large organization whose business is highly diversified if the Company or any Restricted Business is not a primary part of its business; or (B) any Person that is listed on a recognised stock exchange so long as such Restricted Seller, together with such Restricted Seller’s Affiliates, their management or their business or collectively own less than 3% of the Products.total outstanding equity interests of such Person

Restricted Activities. The In consideration of the foregoing, the Executive agrees that certain some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:. (a) While the Executive is employed by the CompanyCompany and until the conclusion of a period equal to twenty-four (24) months from the date the Executive’s employment terminates, (the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in within the world United States of America or undertake any planning for competition any business competitive with the Company or any of its AffiliatesAffiliates in the retail sale of equestrian products. SpecificallyAt present, but without limiting the foregoingbusiness of the Company and its Affiliates involves the retail store, retail catalog and Internet retail sale of equestrian products. Accordingly, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive (i) with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment in the retail store, retail catalog or Internet retail sale of equestrian products; or (ii) such other business of the Company and its Affiliates as to provide services in which Executive will have devoted any capacity material time or attention during his employment.. (b) The Executive agrees that, during his employment with the Company, will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a Person which is a competitor conflict of interest or otherwise interfere with his duties and obligation to the Company or any of its Affiliates. (bc) The Executive further agrees that, that while he is employed by the CompanyCompany and during the Non-Competition Period, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; , assist in such hiring by any Person; , encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; , or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (cd) The Executive agrees that during shall specifically not be able to shorten the Non-Competition Period by waiving his employment by the Company he shall not publish any work that disparages the Company right to receive payments under paragraph 5(d) or any of its Affiliates, their management or their business or the Products5(e).

Restricted Activities. The Executive agrees that certain restrictions on his activities during his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) 4.1. While the Executive is I am employed by the Company, the Executive Company I shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in any geographic area in which the world Company does business or undertake any planning for competition any business competitive with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees I agree not to engage work or provide services, in any manner capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person that is engaged in any activity business that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates Affiliates, as conducted or under consideration in planning during my employment with the Company. 4.2. While I am employed by the Company and during the six (6) month period immediately following termination of my employment, regardless of the reason therefor (the “Restricted Period”): 4.2.1. I will not directly or indirectly (i) solicit or encourage any customer of the Club to terminate or diminish its relationship with it; or (ii) seek to persuade any such customer or prospective customer of the Club to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Club; provided, however, that these restrictions shall apply only with respect to those Persons who are or have been a customer of the Club at any time during within the Executive’s employment immediately preceding two year period or to provide services in any capacity to a Person which is a competitor whose business has been solicited on behalf of the Company or Club by any of its Affiliates. (b) The Executive agrees thatthe officers, while he is employed by the Company, and excluding any activities undertaken on behalf employees or agents of the Company or any of its Affiliates in the course of his dutieswithin such two year period, he other than by form letter, blanket mailing or published advertisement. 4.2.2. I will not, and will not assist any other Person to, (i) hire or attempt to hire solicit for hiring any employee of the Company Club or seek to persuade any employee of its Affiliates; assist in such hiring by any Person; encourage any such employee the Club to terminate his discontinue employment or her relationship with the Company or any of its Affiliates; or (ii) solicit or encourage any customer of independent contractor providing services to the Company or any of its Affiliates Club to terminate or diminish its relationship with them; it. For the purposes of this Agreement, an “employee” or solicit or encourage any customer or potential customer an “independent contractor” of the Company Club is any person who was such at any time within the two years preceding any such solicitation or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliateshiring. (c) The Executive agrees that during his employment by the Company he shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his the employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its AffiliatesAffiliates during her employment with the Company. (b) The Executive agrees that, while he she is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his her duties, he the Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his the employment by the Company he the Executive shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his the employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Affiliates Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its Affiliates. (b) The Executive agrees that, while he is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he the Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his the employment by the Company he the Executive shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his the employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its Affiliates. (b) The Executive agrees that, while he she is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his her duties, he the Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her their relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with themhim or her; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his the employment by the Company he the Executive shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (ai) While the Executive is employed by hereunder and for a period of two (2) years after his employment terminates (the Company"Non-Competition Period"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer coventurer or otherwise, compete with the Company or any of its Affiliates anywhere affiliates within the United States or within any country in which the world Company makes sales of products representing 50% or more of its revenue undertake with any third party any planning for competition any business competitive with the Company or any of its Affiliatesaffiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive with the business of the Company or potentially any of its affiliates as conducted or under active development at any time during the Term of Executive's Employment. For the purposes of this Section 7, the business of the Company and its affiliates shall include all Products and the Executive's undertaking shall encompass all items, products and services that may be competitive with Products. (ii) The Executive agrees that, during his employment hereunder, he will not undertake any outside activity, whether or not competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity affiliates, that could reasonably give rise to a Person which is a competitor conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliatesaffiliates. (biii) The Executive further agrees that, that while he is employed by the CompanyCompany hereunder and during the Non-Competition Period, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; affiliates, to perform services for any Person, assist in such hiring by any Person; , encourage any such employee to terminate his or her relationship with with, the Company or any of its Affiliates; affiliates, or solicit or encourage any customer or vendor of the Company or any of its Affiliates affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer them or, in the case of the Company or any of its Affiliates a customer, to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliatesaffiliates. (c) The Executive agrees that during his employment by the Company he shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the CompanyCompany and for a period of twelve (12) months after his employment terminates (the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its AffiliatesUnited States. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted Affiliates. Restricted activity includes without limitation accepting employment or under consideration a consulting position with any Person who is, or at any time during within twelve (12) months prior to termination of the Executive’s employment has been, a customer of the Company or to provide any of its Affiliates. For the purposes of this Section 9, the business of the Company and its Affiliates shall include, without limitation, all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. (b) The Executive agrees that, during his employment with the Company, he will not undertake any capacity outside activity, whether or not competitive with the business of the Company or its Affiliates, that could reasonably give rise to a Person which is a competitor conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. (bc) The Executive further agrees that, that while he is employed by the CompanyCompany and during the Non-Competition Period, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; , assist in such hiring by any Person; , encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; , or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer , or, in the case of the Company or any of its Affiliates a customer, to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) . The Executive further agrees that during his employment while he is employed by the Company and during the Non-Competition Period he shall not publish any work that disparages make false, misleading or disparaging statements about the Company or any of its AffiliatesAffiliates including, without limitation, their management or their business or the Productsrespective products, services, management, employees and customers.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his the employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s 's employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its Affiliates. (b) The Executive agrees that, while he is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his their duties, he the Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her their relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his the employment by the Company he the Executive shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain some restrictions on --------------------- his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) a. While the Executive is employed by the CompanyCompany and during any period where Executive is paid by the Company pursuant to Section 5(d)(i), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company Media Division of the Company, or discuss with any of its Affiliates anywhere in person or persons, the world or undertake any planning for competition any business competitive with the Company or any Media Division of its Affiliatesthe Company. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Media Division of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s 's employment. b. The Executive agrees that, except as provided in Section 3.c, ----------- during his employment with the Company, he will not undertake any outside activity, whether or to provide services in any capacity not competitive with the business of the Company or its Affiliates, that could give rise to a Person which is a competitor conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Affiliates. (b) c. The Executive further agrees that, that while he is employed by the Company, and excluding any activities undertaken on behalf of Company or paid by the Company or any of its Affiliates in pursuant to Section 5(d)(i), the course of his duties, he Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; , assist in such hiring by any Person; , encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; , or solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates provided that this provision shall not apply to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his anyone whose employment is terminated by the Company he shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the ProductsCompany.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his the employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its AffiliatesAffiliates during his employment with the Company. (b) The Executive agrees that, while he is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he the Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his the employment by the Company he the Executive shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (ai) While the Executive is employed by hereunder and for a period of two (2) years after her employment terminates (the Company"Non-Competition Period"), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer coventurer or otherwise, compete with the Company or any of its Affiliates anywhere affiliates within the United States or within any country in which the world Company makes sales of products representing 50% or more of its revenue undertake with any third party any planning for competition any business competitive with the Company or any of its Affiliatesaffiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive with the business of the Company or potentially any of its affiliates as conducted or under active development at any time during the Term of Executive's Employment. For the purposes of this Section 7, the business of the Company and its affiliates shall include all Products and the Executive's undertaking shall encompass all items, products and services that may be competitive with Products. (ii) The Executive agrees that, during her employment hereunder, she will not undertake any outside activity, whether or not competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity affiliates, that could reasonably give rise to a Person which is a competitor conflict of interest or otherwise interfere with her duties and obligations to the Company or any of its Affiliatesaffiliates. (biii) The Executive further agrees that, that while he she is employed by the CompanyCompany hereunder and during the Non-Competition Period, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he Executive will not hire or attempt to hire any employee of the Company or any of its Affiliates; affiliates to perform services for any Person, assist in such hiring by any Person; , encourage any such employee to terminate his her or her relationship with with, the Company or any of its Affiliates; affiliates, or solicit or encourage any customer or vendor of the Company or any of its Affiliates affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer them or, in the case of the Company or any of its Affiliates a customer, to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliatesaffiliates. (c) The Executive agrees that during his employment by the Company he shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain the following restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:. (a) While the Executive is employed by the CompanyCompany and for a period of twenty-four (24) months after his employment terminates, regardless of the basis or timing of that termination (the “Non-Competition Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity business that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducts or conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its AffiliatesAffiliates is actively engaged in planning to conduct at the time of the Executive’s termination of employment (collectively, the “Business”) within any state of the United States or any country in which the Company or its Affiliates conducts or, at the time of the Executive’s termination of employment, is actively engaged in planning to conduct the Business. Executive further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in the Business. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company. (b) The Executive agrees thatthat during his employment and during the Non-Competition Period, while he is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his duties, he Executive will not hire or attempt to hire any employee of person employed by the Company or any of its Affiliates; Affiliates during the 24-month period prior to the termination of Executive’s employment, assist in such a hiring by any Person; other person or entity, encourage any such employee to terminate his or her relationship with the Company (or any of its Affiliates; Affiliate) or solicit or encourage any independent contractor, customer or vendor of the Company or any of its Affiliates to terminate or diminish reduce its relationship with them; the Company. Nothing herein, however, shall prohibit the Executive from soliciting business from customers or solicit or encourage any customer or potential customer suppliers of the Company or any not otherwise in violation of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliatesthis Agreement. (c) The Executive agrees that during his employment by the Company he shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products.

Restricted Activities. The Executive agrees that certain restrictions on his activities during his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake any planning for competition with the Company or any of its Affiliates. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment or to provide services in any capacity to a Person which is a competitor of the Company or any of its Affiliates. (b) The Executive agrees that, while he is employed by the Company, and excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course of his her duties, he He will not hire or attempt to hire any employee of the Company or any of its Affiliates; assist in such hiring by any Person; encourage any such employee to terminate his her or her relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or encourage any customer or potential customer of the Company or any of its Affiliates to conduct with any Person any business or activity which such customer or potential customer conducts or could conduct with the Company or any of its Affiliates. (c) The Executive agrees that during his employment by the Company he He shall not publish any work that disparages the Company or any of its Affiliates, their management or their business or the Products. (d) The Company agrees that Executive’s participation and role with the Governor’s Council For Massachusetts is permitted and is encouraged and supported as furthering the image and reputation of the Executive and the Company. (e) The Company agrees to permit Executive to retain his ownership share in the legal firm Xxxxxx, Xxxxxxxx and Xxxxxx, LLP. Executive may refer new and existing clients to the partners and other attorneys of the firm. No Xxxxxx-Xxxx business will be referred to or handled by partners or attorneys of this firm without the express written consent of the President and CEO and CFO of the Company.