Common use of Restricted Activities Clause in Contracts

Restricted Activities. The Executive agrees that some restrictions on Executive's activities during and after Executive's 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 and for the period of twenty-four (24) months immediately following termination of the Executive's employment by the Company (in the aggregate, with the period of Executive's employment, 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 within the United States or Europe or undertake any planning for 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 with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive's employment. Restricted activity includes without limitation. providing services, directly or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereof. (b) The Executive agrees that, during Executive's employment with the Company, Executive 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 conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive acknowledges and agrees that some (a) she is an executive or management employee of the Company and is provided access to the Company’s “Trade Secrets,” defined as the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, improvement, confidential business or financial information, listing of names, addresses, or telephone numbers, or other information relating to the Company which is secret and of value, and (b) the following restrictions on Executive's her activities during and after Executive's employment with the Company are necessary to protect the goodwill, Confidential Information Company’s Trade Secrets and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for during the one (1) year period of twenty-four (24) months immediately following termination of the Executive's ’s employment by (the Company (in the aggregate, with the period of Executive's employment, the "Non-Competition “Restricted Period"”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, independent contractor, co-venturer or otherwise, whether with or without compensation, compete with the Company Business (as defined below), or any portion of its Affiliates within the Business, in the United States or Europe of America (the “Restricted Area”) or undertake any planning for any business competitive with all or a portion of the Company or any of its AffiliatesBusiness in the Restricted Area. Specifically, but without limiting the foregoing, the Executive agrees not to engage work or provide services, in any manner in capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any activity Person that is engaged in all or any portion of the Business, as conducted or in active planning to be conducted during the Executive’s employment with the Company or, with respect to the portion of the Restricted Period that follows the termination of the Executive’s employment, at the time the Executive’s employment terminates, in the Restricted Area. Notwithstanding the foregoing, nothing in this Agreement shall (x) prevent Executive from providing services to a consulting firm that provides services to any business that competes with the Business, (y) preclude Executive from owning up to 2% of the publicly traded securities of any business, or (z) prevent the Executive from providing services to an entity that contains a business that competes with the Business, provided the Executive is not responsible for (and does not engage or participate in) the day-to-day management, oversight or supervision of such business and provided the Executive does not have direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or supervision. (b) During the Restricted Period, the Executive will not directly or indirectly competitive with the business (i) solicit or encourage any customer of the Company or any of its Affiliates as conducted to terminate or under consideration at diminish its relationship with them; or (ii) seek to persuade any time during the Executive's employment. Restricted activity includes without limitation. providing services, directly such customer or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a competitor of the business prospective customer of the Company or any of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates. For the purposes of this Section 9; provided, the business however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer of the Company and or any of its Affiliates shall include all Products at any time within the immediately preceding two (2) year period or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within such two (2) year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during the Executive's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take ’s employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in or been introduced to, or otherwise had contact with, such Person as a position that is not managerial result of the Executive’s employment or executive; is not in a sales, marketing other associations with the Company or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise one of its sole discretion, that such employment does not have the potential to provide such Person Affiliates or has had access to Confidential Information or otherwise provide which would assist in the Executive’s solicitation of such Person an unfair competitive advantagePerson. In order to be eligible for such consideration, the Executive must provide promptly Notwithstanding anything in this Section 10(b) to the Board all information requested by it pursuant to Section 10 hereof. (b) The contrary, Executive agrees that, during Executive's employment may solicit customers and prospective customers for purposes of providing or selling products or services that that do not compete with the Company, Executive 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 conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to timeBusiness. (c) The Executive acknowledges During the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Restricted Period, the Executive will not, and will not assist any other person to, (i) hire or attempt to hire solicit for hiring any employee of the Company or any of its Affiliates, assist in such hiring by Affiliates or seek to persuade any Person or encourage any such employee to terminate his or her relationship with of the Company or any of its Affiliates to discontinue employment or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with them. For the Company purposes of this Agreement, an “employee” or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer an “independent contractor” of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with is any Person who was such at any business or activity which such customer conducts or could conduct with time within the Company or any of its Affiliatespreceding two (2) years.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its AffiliatesSubsidiaries: (a) While the Executive is employed by the Company and for the period of twenty-four eighteen (2418) months immediately following termination of the Executive's after his employment by the Company terminates (in the aggregate, with the period of Executive's employment, the "“Non-Competition Period"”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employeeExecutive, co-venturer or otherwiseotherwise (other than through ownership of publicly-traded capital stock of a corporation which represents less than one percent (1%) of the outstanding capital stock of such corporation), (i) compete with the Company Company, Holdings or any of its Affiliates within the Company’s Subsidiaries in any business related to developing, selling, licensing or otherwise providing Products and related services to physicians, hospitals or other medical establishments in the United States or Europe such other business activities which the Company, Holdings or any of the Company’s Subsidiaries shall conduct or intend to conduct as of the Termination Date, or (ii) undertake any planning for any business competitive with the Company Company, Holdings or any of its Affiliatesthe Company’s Subsidiaries. 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 Company, Holdings or any of its Affiliates the Company’s Subsidiaries as conducted or under consideration at any time during the Executive's employment. Restricted activity includes without limitation. providing services, directly or indirectly, ’s employment with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent Subsidiaries (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly including prior to the Board all information requested by it pursuant to Section 10 date hereof). (b) The Executive agrees that, during Executive's his employment with the Company, Executive he will not undertake any outside activity, whether or not competitive with the business of the Company Company, Holdings or its Affiliatesthe Company’s Subsidiaries, that could reasonably give rise to a conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company Company, Holdings or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time’s Subsidiaries. (c) The Executive acknowledges the interest of further agrees that while he is employed by the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not not, directly or indirectly, (i) hire or attempt to hire any employee Executive of the Company Company, Holdings or any of its Affiliatesthe Company’s Subsidiaries or anyone who was such an Executive within the six (6) months preceding such hire or attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the Company, Holdings or any of the Company’s Subsidiaries or anyone who was such an independent contractor within six (6) months preceding such hire or attempt to hire, (iii) assist in such hiring or any attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any Person or other Person, (iv) encourage any such employee Executive or independent contractor of the Company, Holdings or any of the Company’s Subsidiaries to terminate his or her relationship with the Company Company, Holdings or any of its Affiliates the Company’s Subsidiaries, or (iiv) solicit or encourage any independent contractor providing services to customer or vendor of the Company Company, Holdings or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer of the Company or any of its Affiliates Company’s Subsidiaries to terminate or diminish its relationship with any of them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company Company, Holdings or any of its Affiliatesthe Company’s Subsidiaries.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's 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 and for the period of twenty-four two (242) months immediately following termination years after his employment terminates, and regardless of the Executive's employment by the Company (in the aggregate, with the period of Executive's employment, the "Non-Competition Period")reason therefor, 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 within the United States or Europe or undertake any planning for 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 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. Restricted activity includes without limitation. providing , and further agrees not to work or provide services, directly or indirectly, with or without compensationin any capacity, whether as an employee, independent contractor, officer, director contractor or otherwise, whether with or without compensation, to any Person who doesis engaged in any business that is competitive with the business of the Company or any of its Affiliates for which the Executive has provided services during his employment. Restricted activity includes without limitation accepting employment with any Person who is, or at any time within one year prior to termination of the Executive’s employment has plans to becomebeen, a competitor of the business franchisee of the Company or any of its Affiliates. For the purposes of this Section 98, the business of the Company and its Affiliates shall include all Products and as hereinafter defined. The foregoing, however, shall not prevent the Executive's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining ’s passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's his employment with and during the Companytwo (2) year period immediately following termination of his employment, and regardless of the reason therefor, the Executive will not undertake directly or indirectly (a) solicit or encourage any outside activity, whether or not competitive with the business franchisee of the Company or any of its Affiliates, that could reasonably give rise Affiliates to a conflict terminate or diminish its relationship with them; or (b) seek to persuade any such franchisee or prospective franchisee of interest the Company or otherwise interfere any of its Affiliates to conduct with Executive's duties and obligations to anyone else any business or activity which such franchisee or prospective franchisee conducts with the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply ; provided that these restrictions shall apply (y) only with the policies respect to those Persons who are or have been a franchisee of the Company and directives or any of its Affiliates at any time within the immediately preceding one year or whose business has been solicited on behalf of the Board with respect to conflicts of interest, publicity and disparagement Company or any of the CompanyAffiliates by any of their officers, employees or agents (and of which the Executive has actual knowledge) within said one year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company or one of its business and Affiliates or been introduced to such Person as a result of his employment or other associations with the Company or one of its management, as in effect from time to timeAffiliates. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during his employment and for the Non-Competition Periodtwo (2) year period immediately following termination of his employment, and regardless of the reason therefor, the Executive will not, and will not assist any other Person to, (ia) hire or attempt to hire solicit for hiring any employee of the Company or any of its Affiliates, assist in Affiliates as of the date of such hiring solicitation or any employee who was employed by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates during the six (6) months prior to the Executive’s termination of employment, or seek to persuade any employee of the Company or any of its Affiliates to discontinue employment or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with them. For the Company purposes of this Agreement, an “employee” or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer “independent contractor” of the Company or any of its Affiliates to terminate is any person who was such at any time within the preceding year. For purposes hereof, general solicitations not directed at a particular person or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with advertising in media directed at the general public shall not provide the basis for a claim by the Company or any of its Affiliatesthat the Executive violated this Section.

Restricted Activities. 7.1 The Executive agrees that some restrictions on Executive's his activities during and after Executive's 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 and for the greater of the period of twenty-four (24) months immediately following termination of the Executive's his employment by with the Company or the period specified in the Merger Agreement (in the aggregate, with the period of Executive's employmenteither case, 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 the Serviced Affiliates within (as hereafter defined) anywhere in the United States or Europe or undertake any planning for any business competitive 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. Restricted activity includes without limitation. providing ’s employment and not to provide advice or any other services, directly or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, directly or has indirectly competes or plans to become, a competitor of the business of compete with the Company or any of its Affiliates. For the purposes of this Section 97, the business of the Company and its Affiliates shall include all Products of Products, and the Executive's ’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude “Serviced Affiliates” are those Affiliates of the Company as to which the Executive from making has provided services or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person had access to the employees, customers, vendors or Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofInformation. (b) The Executive agrees that, during Executive's employment with the Company, Executive 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 conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. Further, While the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of is employed by the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, the Executive will not (i) hire or attempt to hire any employee of the Company or any of its the Serviced Affiliates, assist in such hiring by any Person or Person, encourage any such employee to terminate his or her employment relationship with the Company or any of its Affiliates the Serviced Affiliates, or (ii) solicit or encourage any independent contractor providing services to customer of, or vendor to, the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer of the Company or any of its Serviced Affiliates to terminate or diminish its relationship with them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive agrees that some the following restrictions on Executive's his/her activities during and after Executive's 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 and for the period greater of twenty-four (24i) twelve (12) months immediately following termination of the Executive's after his/her employment by the Company terminates or (in the aggregate, with ii) the period of Executive's employment, during which the "Executive is receiving payments under Section 5 (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 within in any geographic area in which the United States Company or Europe any of its Affiliates does business or is actively planning to do business during the Executive’s employment, or with respect to the portion of the Non-Competition Period that follows the termination of his/her employment, at the time his/her employment terminates (the “Restricted Area”) or undertake any planning for any business competitive with the Company or any of its AffiliatesAffiliates in the Restricted Area. 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 all or any portion of the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive's employment. employment within the Restricted activity includes without limitation. providing Area and further agrees not to work for or provide services, directly or indirectly, with or without compensationin any capacity, whether as an employee, independent contractor, officer, director contractor or otherwise, whether with or without compensation, to any Person who does, that is engaged in any business that is competitive with all or has plans to become, a competitor any portion of the business of the Company or any of its Affiliates, as conducted or in active planning during his/her employment with the Company or, with respect to the portion of the Non-Competition Period that follows the termination of his/her employment, at the time his/her employment terminates. For the purposes of this Section 98, 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 used in substitution for Products. The foregoing restrictions shall not preclude prohibit the Executive from making or retaining Executive's passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's his/her employment with the Company or any Affiliate of the Company, Executive he/she 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 conflict of interest or otherwise interfere with Executive's his/her duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges further agrees that while he/she is employed by the interest Company or any Affiliate of the Company and its Affiliates in maintaining a stable work force and agrees that, thereafter during the Non-Competition Period, except as required for the proper performance of his/her duties and responsibilities to the Company and its Affiliates, the Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or Person, encourage any such employee to terminate his his/her or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates; provided, however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer or employee of the Company or any of its Affiliates at any time within the immediately preceding one-year period, and (z) only if the Executive has performed work for such customer during his/her employment with the Company or one of its Affiliates or been introduced to, or otherwise had contact with, such customer as a result of his/her employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive in his/her solicitation of such customer.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's 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 and for the period greater of twenty-four (24i) twelve (12) months immediately following termination of the Executive's after his employment by the Company terminates or (in the aggregate, with ii) the period of Executive's employment, during which the "Executive is receiving payments under Section 5(d) or 5(e) or 5(g) or 5(h) (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 within the United States or Europe or undertake any planning for 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 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. Restricted activity includes without limitation. providing services, directly limitation accepting employment or indirectly, a consulting position with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who doesis, or at any time within twelve (12) months prior to the termination of the Executive’s employment has plans to becomebeen, a competitor of the business or a customer of the Company or any of its Affiliates. For the purposes of this Section 98, the business of the Company and its Affiliates shall include all Products and the Executive's ’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude prohibit the Executive from making or retaining Executive’s passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's his employment with the Company or any Affiliate of the Company, Executive he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges further agrees that while he is employed by the interest Company or any Affiliate of the Company and its Affiliates in maintaining a stable work force and agrees that, thereafter during the Non-Competition Period, the Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's 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 and for the period greater of twenty-four (24i) eighteen (18) months immediately following termination of the Executive's after his employment by the Company terminates or (in the aggregate, with ii) the period of Executive's employment, during which the Executive is receiving payments under Section 5.d or 5.e or 5.g or 5.h (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 within the United States or Europe or undertake any planning for 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. Restricted activity includes without limitation. providing services, directly limitation accepting employment or indirectly, a consulting position with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who doesis, or at any time within twelve (12) months prior to the termination of the Executive's employment has plans to becomebeen, a competitor of the business customer of the Company or any of its Affiliates. For the purposes of this Section 98, 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 used in substitution for Products. The foregoing restrictions shall not preclude prohibit the Executive from making or retaining Executive's passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's his employment with the Company or any Affiliate of the Company, Executive he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges further agrees that while he is employed by the interest Company or any Affiliate of the Company and its Affiliates in maintaining a stable work force and agrees that, thereafter during the remainder of the Non-Competition Period, the Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's her activities during and after Executive's 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 and for the period of twenty-four two (242) months immediately following termination of the Executive's years after her employment by the Company (in the aggregate, with the period of Executive's employment, the "Non-Competition Period")terminates, 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 within the United States or Europe or undertake any planning for 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 with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive's employment. Restricted activity includes without limitation. providing ’s employment and further agrees not to work or provide services, directly or indirectly, with or without compensationin any capacity, whether as an employee, independent contractor, officer, director contractor or otherwise, whether with or without compensation, to any Person who doesis engaged in any business that is competitive with the business of the Company or any of its Affiliates for which the Executive has provided services during her employment. Restricted activity includes without limitation accepting employment with any Person who is, or at any time within one year prior to termination of the Executive’s employment has plans to becomebeen, a competitor of the business franchisee of the Company or any of its Affiliates. For the purposes of this Section 9, the business of the Company and its Affiliates shall include all Products and the Executive's ’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions foregoing, however, shall not preclude prevent the Executive from making or retaining Executive’s passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's her employment with and during the Companytwo (2) year period immediately following termination of her employment, the Executive will not undertake directly or indirectly (a) solicit or encourage any outside activity, whether or not competitive with the business franchisee of the Company or any of its Affiliates, that could reasonably give rise Affiliates to a conflict terminate or diminish its relationship with them; or (b) seek to persuade any such franchisee or prospective franchisee of interest the Company or otherwise interfere any of its Affiliates to conduct with Executive's duties and obligations to anyone else any business or activity which such franchisee or prospective franchisee conducts with the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply ; provided that these restrictions shall apply (y) only with the policies respect to those Persons who are or have been a franchisee of the Company and directives or any of its Affiliates at any time within the immediately preceding one year or whose business has been solicited on behalf of the Board with respect to conflicts of interest, publicity and disparagement Company or any of the CompanyAffiliates by any of their officers, employees or agents (and of which the Executive has actual knowledge) within said one year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during her employment with the Company or one of its business and Affiliates or been introduced to such Person as a result of her employment or other associations with the Company or one of its management, as in effect from time to timeAffiliates. (c) The Executive acknowledges agrees that during her employment and for the interest two (2) year period immediately following termination of her employment, the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not, and will not assist any other Person to, (ia) hire or attempt to hire solicit for hiring any employee of the Company or any of its Affiliates, assist in Affiliates as of the date of such hiring solicitation or was employed by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates during the six (6) months prior to the Executive’s termination of employment, or seek to persuade any employee of the Company or any of its Affiliates to discontinue employment or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with them. For the Company or any purposes of its Affiliates. (d) Furtherthis Agreement, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer an “employee” of the Company or any of its Affiliates to terminate is any person who was such at any time within the preceding year. For purposes hereof, general solicitations not directed at a particular person or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with advertising in media directed at the general public shall not provide the basis for a claim by the Company or any of its Affiliatesthat the Executive violated this Section.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its AffiliatesCompany: (a) While the Executive is employed by the Company and for the period of twenty-four twelve (2412) months immediately following termination of the Executive's after his employment by the Company terminates (in the aggregate, with the period of Executive's employment, the "“Non-Competition Period"”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete : (i) Compete with the Company or in any of its Affiliates within location where the United States or Europe or undertake Company conducts business or (ii) Undertake any planning for any business competitive with the Company or any of its AffiliatesCompany. 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 competitive, or that intends to compete 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. Restricted activity includes includes, without limitation. providing services, directly accepting an employment, consulting or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who doesagency position with, or has plans to becomebecoming an owner, a partner, investor or co- venturer of, any direct competitor of the business of the Company or any Person who is, or at any time within twelve (12) months prior to termination of its Affiliatesthe Executive’s employment has been, a customer of the Company and competes, or intends to compete, with the business of the Company. For the purposes of this Section 9, the business of the Company and its Affiliates shall include all Products services performed by the Company and the Executive's ’s undertaking shall encompass all items, products items and services that may be used in substitution for ProductsCompany’s business. The foregoing restrictions provisions of Section 9(a) shall not preclude be deemed breached as a result of the Executive from making or retaining Executive’s passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with an aggregate of 1% of any class of securities of a Person engaged, directly or indirectly, in activities that are directly or indirectly competitive with the business of the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and so long as the Executive does not include membership on actively participate in the governing board business of such Person; and the Board will approve such request if the Board determinesprovided, in the exercise of its sole discretionhowever, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofstock is listed on a national securities exchange. (b) The Executive agrees that, during Executive's his employment with the Company, Executive he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges further agrees that while the interest of Executive is employed by the Company and its Affiliates for twelve (12) months after his employment terminates or, if longer, the length of the Severance Period (in maintaining a stable work force and agrees thateither case, during the “Non-Solicitation Period” and together with the Non- Competition Period, the “Restricted Period”), the Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company. (d) The Executive shall not, whether in writing or orally, malign, denigrate or disparage the Company or their predecessors and successors, or any of the current or former directors, officers, employees, equity holders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its Affiliatesofficers and members of the Board, whether in writing or orally, to not malign, denigrate or disparage Executive with respect to any of his respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray Executive in an unfavorable light.

Restricted Activities. The Executive acknowledges the importance to the Company and its Affiliates of protecting their trade secrets and other Confidential Information and their other legitimate business interests, including without limitation the valuable trade secrets, other Confidential Information and goodwill that they have developed or acquired and which they shall continue to develop and acquire while the Executive’s employment continues. The Company agrees, in consideration of the Executive’s acceptance of the restrictions set forth below, to grant the Executive access to trade secrets and other Confidential Information of the Company and its Immediate Affiliates and to their valuable business relationships and their goodwill. The Executive acknowledges and agrees that some the restrictions on Executive's his activities during and after Executive's his employment set forth below are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the The Executive is employed by agrees that, during his employment with the Company and for the period of twenty-four (24) months immediately following the termination of the Executive's employment by the Company (in the aggregate, with the period of Executive's his employment, regardless of the "Non-Competition Period")basis or timing of such termination, the Executive shall will not, directly or indirectly, whether alone or in association with others, anywhere in the Territory, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as owneran officer, employee, investor, principal, joint venturer, shareholder, partner, investordirector, consultant, agentagent or otherwise with, employeeor have any financial interest (through stock or other equity ownership, co-venturer investment of capital, the lending of money or otherwise) in, compete with the Company any business, venture or any of its Affiliates within the United States or Europe or undertake any planning for 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 competes, or is in planning, or has undertaken any preparation, to compete, with the business Business of the Company or any of its Immediate Affiliates as conducted (a “Competitor”), except that nothing contained in this Section 9(a) shall prevent the Executive’s wholly passive ownership of two percent (2%) or under consideration less of the equity securities of any Competitor that is a publicly-traded company. For the purposes of this Agreement, the “Business of the Company and its Immediate Affiliates” or “Business” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities and the “Territory” is those states within the United States and those provinces of Canada in which the Company or any of its Immediate Affiliates is doing or actively planning to do business at any time during the Executive's employment. Restricted activity includes without limitation. providing services, directly or indirectly’s employment or, with or without compensationrespect to his obligations hereunder following termination of his employment with the Company, whether as an employee, independent contractor, officer, director or otherwise, to at any Person who does, or has plans to become, a competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment time during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of six (6) months immediately preceding such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereoftermination. (b) The Executive agrees that, during Executive's his employment with the Company, Executive he will comply with any and all codes of ethics or business conduct of the Company applicable to his position, as in effect from time to time, and 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during his employment and during the Nonperiod of twenty-Competition Periodfour (24) months immediately following termination of his employment, regardless of the basis or timing of such termination, the Executive will not, and will not assist any other Person to, (ia) hire or attempt to solicit for hire any employee of the Company or any of its Affiliates, assist in such hiring by Immediate Affiliates or seek to persuade any Person or encourage any such employee to terminate his or her relationship with of the Company or any of its Immediate Affiliates to discontinue employment or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Immediate Affiliates to terminate or diminish those services or its relationship with them; provided, however, that, after termination of the Executive’s employment with the Company, these restrictions shall apply only with respect to employees of, and independent contractors providing services to, the Company or any of its AffiliatesImmediate Affiliates on the date the Executive’s employment with the Company terminates or at any time during the preceding twelve (12) months. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the The Executive agrees that, during his employment and during the Nonperiod of twenty-Competition Periodfour (24) months immediately following termination of his employment, regardless of the basis or timing of such termination, the Executive will not directly or indirectly solicit or encourage any customer distributor or vendor to the Company or any of its Immediate Affiliates to terminate or breach any agreement with the Company or any of its Immediate Affiliates or to terminate or diminish its relationship with the Company or any of its Immediate Affiliates; provided, however, that, after termination of the Executive’s employment with the Company, these restrictions shall apply only with respect to those distributors and vendors who were doing business with the Company or any of its Affiliates to terminate on the date the Executive’s employment terminates or diminish its relationship with them, or to conduct with at any Person any business or activity which such customer conducts or could conduct with time during the Company or any of its Affiliatespreceding twelve (12) months.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's 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 and for the period of twenty-four two (242) months immediately following termination years after his employment terminates, and regardless of the Executive's employment by the Company (in the aggregate, with the period of Executive's employment, the "Non-Competition Period")reason therefor, 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 within the United States or Europe or undertake any planning for 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 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. Restricted activity includes without limitation. providing , and further agrees not to work or provide services, directly or indirectly, with or without compensationin any capacity, whether as an employee, independent contractor, officer, director contractor or otherwise, whether with or without compensation, to any Person who doesis engaged in any business that is competitive with the business of the Company or any of its Affiliates for which the Executive has provided services during his employment. Restricted activity includes without limitation accepting employment with any Person who is, or at any time within one year prior to termination of the Executive’s employment has plans to becomebeen, a competitor of the business franchisee of the Company or any of its Affiliates. For the purposes of this Section 98, the business of the Company and its Affiliates shall include all Products and as hereinafter defined. The foregoing, however, shall not prevent the Executive's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining ’s passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's his employment with and during the Companytwo (2) year period immediately following termination of his employment, and regardless of the reason therefor, the Executive will not undertake directly or indirectly (a) solicit or encourage any outside activity, whether or not competitive with the business franchisee of the Company or its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply Affiliates to terminate or diminish its relationship with the policies of the Company and directives of the Board with respect them; or (b) seek to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time.persuade any such 8 (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during his employment and for the Non-Competition Periodtwo (2) year period immediately following termination of his employment, and regardless of the reason therefor, the Executive will not, and will not assist any other Person to, (ia) hire or attempt to hire solicit for hiring any employee of the Company or any of its Affiliates, assist in Affiliates as of the date of such hiring solicitation or any employee who was employed by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates during the six (6) months prior to the Executive’s termination of employment, or seek to persuade any employee of the Company or any of its Affiliates to discontinue employment or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with them. For the Company purposes of this Agreement, an “employee” or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer “independent contractor” of the Company or any of its Affiliates to terminate is any person who was such at any time within the preceding year. For purposes hereof, general solicitations not directed at a particular person or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with advertising in media directed at the general public shall not provide the basis for a claim by the Company or any of its Affiliatesthat the Executive violated this Section as it relates to the non- solicitation covenants contained herein.

Restricted Activities. The Executive Contractor agrees that some restrictions on Executive's Contractor’s activities during and after Executive's employment the Term of this Agreement are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its AffiliatesSubsidiaries: (a) While During the Executive is employed by the Company Term of this Agreement and for the period of twenty-four eighteen (2418) months immediately following termination of after the Executive's employment by the Company Termination Date (in the aggregate, with the period of Executive's employment, the "“Non-Competition Period"”), the Executive Contractor shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, independent contractor, co-venturer or otherwiseotherwise (other than through ownership of publicly-traded capital stock of a corporation which represents less than one percent (1%) of the outstanding capital stock of such corporation), (i) compete with the Company Company, Holdings or any of its Affiliates within the Company’s Subsidiaries in any business related to developing, selling, licensing or otherwise providing Products and related services to physicians, hospitals or other medical establishments in the United States or Europe such other business activities which the Company, Holdings or any of the Company’s Subsidiaries shall conduct or intend to conduct as of the Termination Date, or (ii) undertake any planning for any business competitive with the Company Company, Holdings or any of its Affiliatesthe Company’s Subsidiaries. Specifically, but without limiting the foregoing, the Executive Contractor 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 Company, Holdings or any of its Affiliates the Company’s Subsidiaries as conducted or under consideration at any time during the Executive's employment. Restricted activity includes without limitation. providing services, directly Term of this Agreement or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a competitor performance of the business of Services for the Company or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent Subsidiaries (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly including prior to the Board all information requested by it pursuant to Section 10 date hereof). (b) The Executive Contractor agrees that, during Executive's employment with the CompanyTerm of this Agreement, Executive Contractor will not undertake any outside activity, whether or not competitive with the business of the Company Company, Holdings or its Affiliatesthe Company’s Subsidiaries, that could reasonably give rise to a conflict of interest or otherwise interfere with Executive's duties and obligations to the Company performance of the Services for the Company, Holdings or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company’s Subsidiaries; provided, its business and its managementhowever, that Contractor may continue to perform as counsel in effect from time to timethe case entitled Innovair Aviation, Ltd. v. United States, so long as such representation does not violate conflict of interest rules. (c) The Executive acknowledges Contractor further agrees that during the interest Term of the Company this Agreement and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive Contractor will not not, directly or indirectly, (i) hire or attempt to hire any employee of the Company Company, Holdings or any of its Affiliatesthe Company’s Subsidiaries or anyone who was such an employee within the six (6) months preceding such hire or attempt to hire, (ii) hire or attempt to hire any independent contractor providing services to the Company, Holdings or any of the Company’s Subsidiaries or anyone who was such an independent contractor within six (6) months preceding such hire or attempt to hire, (iii) assist in such hiring or any attempt to hire of anyone identified in clauses (i) or (ii) of this sentence by any Person or other Person, (iv) encourage any such employee Contractor or independent contractor of the Company, Holdings or any of the Company’s Subsidiaries to terminate his or her relationship with the Company Company, Holdings or any of its Affiliates the Company’s Subsidiaries, or (iiv) solicit or encourage any independent contractor providing services to customer or vendor of the Company Company, Holdings or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer of the Company or any of its Affiliates Company’s Subsidiaries to terminate or diminish its relationship with any of them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company Company, Holdings or any of its Affiliatesthe Company’s Subsidiaries.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's 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 and for the twelve (12) month period of twenty-four (24) months immediately following termination of the Executive's his employment by with the Company (in the aggregate, with the period of Executive's employment, 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 within the United States or Europe or undertake any planning for any business competitive with the Company or any of its Affiliatesanywhere worldwide. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in of 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. Restricted activity includes without limitation. providing services, directly or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Products. The foregoing restrictions foregoing, however, shall not preclude the Executive from making or retaining prevent Executive's passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Actequity securities of any publicly traded company. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereof. (b) The Executive agrees that, during Executive's his employment with the Company, Executive in addition to complying with the limitations of Section 3.C., he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its AffiliatesAffiliates and that would not otherwise be prohibited under Section 3.c. Further, the Executive further agrees that, during Executive's employment and thereafter, Executive will comply with the policies of that while he is employed by the Company and directives for twelve (12) months following termination of his employment (the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the "Non-Competition Solicitation Period"), Executive will not (i) hire or attempt to hire solicit any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with themthe Company, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company. It shall not be a violation of this Agreement for Executive to hire, interview, recruit or could conduct otherwise discuss employment or other business relationship with any employee of the Company that (i) has been given notice of involuntary termination by the Company, or (ii) responds to a general advertisement or otherwise initiates contact with Executive for purposes of seeking employment or other business relationship. For purposes of this Agreement, an employee or customer of the Company is any Person who was a current employee or customer of the Company at the time Executive's employment with the Company ended. For purposes of this Section 9, "Company" shall include Affiliates of the Company with which Executive has had involvement in the course of his employment or about which Affiliate or Affiliate's activities he has acquired or received any Confidential Information until a Change of its Control has occurred, after such time Company shall not be broadened to include any new Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's his employment are necessary to protect the goodwillgood will, Confidential Information Information, and other legitimate business interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for the period of twenty-four eighteen (2418) months immediately following termination after his employment terminates, regardless of the Executive's employment by the Company reason (in the aggregate, with the period of Executive's employmenttogether, the "Non-Competition “Restricted 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 within Business anywhere where the United States or Europe Business is conducted, or undertake any planning for any business competitive with the Company or any of its AffiliatesBusiness. 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 (i) the business Business as conducted at the time of termination of the Executive’s employment, or (ii) any other business activity known to be under active consideration by the Company or any and in relation to which the Company has taken affirmative and non-de minimis steps to pursue such business activity prior to the time of its Affiliates as conducted or under consideration at any time during termination of the Executive's ’s employment. Restricted activity includes also includes, without limitation. , accepting employment or a consulting position with, or otherwise providing servicesservices to, directly or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, is or has plans is planning to become, become a competitor of the business of the Company Business where such employment, consulting or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly relate to the Board all information requested by it pursuant to Section 10 hereofBusiness. (b) The Executive agrees that, during Executive's his employment with the Company, Executive he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Restricted Period, the Executive will not directly or indirectly (ia) solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of the Company or any of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates; provided that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer of the Company or any of its Affiliates at any time within the immediately preceding one (1) year period or whose business has been solicited on behalf of the Company or any of the Affiliates by any of their officers, employees or agents within said one (1) year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company or one of its Affiliates or has been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (d) The Executive agrees that, during the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or attempt to hire solicit for hiring any employee of the Company or any of its Affiliates, assist in such hiring by Affiliates or seek to persuade any Person or encourage any such employee to terminate his or her relationship with of the Company or any of its Affiliates to discontinue employment, or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with them. For the Company purposes of this Agreement, an “employee” or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer “independent contractor” of the Company or any of its Affiliates to terminate is any person who is then or diminish its relationship with them, or to conduct with was such at any Person any business or activity which such customer conducts or could conduct with time within the Company or any of its Affiliatespreceding one (1) year.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's 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 and for the period of twenty-twenty four (24) months immediately following termination of the Executive's after his employment by the Company terminates (in the aggregate, with the period of Executive's employment, 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 within in any location where the United States Company or Europe its Affiliates conducts business or undertake any planning for 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 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. Restricted activity includes includes, without limitation. providing services, directly accepting employment or indirectly, a consulting position with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a direct competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 98, the business of the Company and its Affiliates shall include all Products (as defined in Section 12 below) and the Executive's ’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereof. (b) The Executive agrees that, during Executive's his employment with the Company, Executive he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, except as in effect may be approved from time to timetime by the Board. The parties agree that the Executive may continue to engage in the board memberships and consulting activities, which are set forth on Exhibit B attached hereto, so long as such engagements do not, and could not reasonably, give rise to a conflict of interests or otherwise interfere with the Executive’s duties and obligations to the Company or any affiliates. (c) The Executive acknowledges the interest of further agrees that while he is employed by the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, the Executive will not not, directly or indirectly, (i) hire or attempt to hire any employee or consultant of the Company or any of its AffiliatesAffiliates or any Person who was an employee or consultant of the Company or any of its Affiliates at any time during the six (6) months preceding the date of such hire or attempt to hire, (ii) assist in such hiring by any Person or Person, (iii) encourage any such employee or consultant to terminate his or his/her relationship with the Company or any of its Affiliates Affiliates, or (iiiv) solicit or encourage any independent contractor providing services to the Company customer or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer vendor of the Company or any of its Affiliates to terminate or diminish its relationship with themthe Company or any of its Affiliates or, or in the case of a customer, to conduct with any Person any business or activity which that such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's the termination of his employment are necessary to protect the goodwillgood will, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company or any of its Affiliates, and for the period of twenty-four (24) 18 months immediately following termination of the Executive's after his employment by the Company (in the aggregate, with the period of Executive's employment, the "Non-Competition Period")terminates for whatever reason, 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 within the United States or Europe or undertake any planning for any business competitive with the Company or any of its AffiliatesAffiliates within any geographic, area in which Executive has client contact during his employment. 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. Restricted activity includes without limitation. providing services, directly and further agrees not to work for or indirectlyprovide services to, with or without compensationin any capacity, whether as an employee, independent contractor, officer, director contractor or otherwise, to whether with or without compensation, any Person who does, or has plans to become, a competitor of is engaged in any business that is competitive with the business of the Company or any of its AffiliatesAffiliates for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes, without limitation, engaging in the design, development, production, marketing or sale of goods or services directly in competition with the Company or engaging in projects substantially similar to those the Executive worked on or was involved with on behalf of the Company, provided such projects or services are either competitive with the business of the Company or would foreseeably call upon the Executive to use or disclose confidential or proprietary information of the Company. For the purposes of this Section 9, the business of the Company and its Affiliates shall include all Products and the Executive's ’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions foregoing, however, shall not preclude prevent the Executive from making or retaining Executive’s passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's his employment with the Company, Executive he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. FurtherRestricted activity includes, without limitation, owning, managing, operating, controlling, consulting for, aiding or being employed by any entity that is substantially similar to or directly competitive with any business conducted by the Company or any of its Affiliates, including, but not limited to, any entity that engages in the design, development or production of those particular projects the Executive agrees that, works on or is involved with during Executive's his employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during his employment and during the Non18-Competition Periodmonth period immediately following termination of his employment, regardless of the reason therefor, the Executive will not directly or indirectly (ia) solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer of the Company or any of its Affiliates to conduct with anyone else any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates; provided that these restrictions shall apply only if the Executive has performed work for such Person during his employment with the Company or one of its Affiliates, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (d) The Executive agrees that, during his employment and for the 18-month period immediately following termination of his employment, regardless of the reason therefor, the Executive will not, and will not assist any other Person to, (a) hire or attempt to hire solicit for hiring any employee of the Company or any of its Affiliates, assist in such hiring by Affiliates or seek to persuade any Person or encourage any such employee to terminate his or her relationship with of the Company or any of its Affiliates to discontinue employment or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any them. For purposes of its Affiliates. (d) Furtherthis Agreement, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer an “employee” of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with is any Person person who was such at any business or activity which such customer conducts or could conduct with time within the Company or any of its Affiliatesthen preceding eighteen months.

Restricted Activities. The Executive agrees that some restrictions on Executive's her activities during and after Executive's her employment are necessary to protect the goodwill, Confidential Information Information, trade secrets and other legitimate interests of the Company and its AffiliatesCompany: (a) While the Executive is employed by the Company and for the period of twenty-four (24) months immediately following termination of the Executive's employment by the Company (in the aggregate, with the period of Executive's employment, the "Non-Competition Period")Company, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, otherwise compete with the Company or in any of its Affiliates within the United States or Europe or undertake any planning for any business competitive with location where the Company or any of its Affiliatesconducts business. 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 competitive, or that intends to compete with, the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive's out limitation, accepting an employment. Restricted activity includes without limitation. providing services, directly consulting or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who doesagency position with, or has plans to becomebecoming an owner, a partner, investor or co- venturer of, any direct competitor of the business of the Company or any Person who is, or at any time within twelve (12) months prior to te customer of its Affiliatesthe Company and competes with the business of the Company. For the purposes of this Section 98, the business of the Company and its Affiliates shall include all Products services performed by the Company and the Executive's Executive s undertaking shall encompass all items, products items and services that may be used in substitution for ProductsCompany s business. The foregoing restrictions provisions of Section 8(a) shall not preclude the Executive from making or retaining passive investment interests be deemed breached as a result of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with urities of a Person engaged, directly or indirectly, in activities that are directly or indirectly competitive with the business of the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and so long as the Executive does not include membership on actively participate in the governing board business of such Person; and the Board will approve such request if the Board determinesprovided, in the exercise of its sole discretionhowever, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofstock is listed on a national securities exchange. (b) The Executive agrees that, during Executive's her employment with the Company, Executive will she shall not undertake any outside activity, whether or not competitive with the business of the Company or its AffiliatesCompany, that could reasonably give rise to creates a conflict of interest or otherwise interfere interferes with Executive's her duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges further agrees that while the interest of Executive is employed by the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customersCompany, the Executive agrees that, during the Non-Competition Period, Executive will shall not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its AffiliatesCompany.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's 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 and for the period of twenty-four eighteen (2418) months immediately following the termination of the Executive's employment by the Company (in the aggregate, with the period of Executive's his employment, 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 the Served Affiliates (as defined below) in any state within the United States or Europe any state, province or like political or geographic division within any other country in which the Company or any of the Served Affiliates is conducting, or is engaged in consideration or active planning to conduct, business and the Executive shall not undertake any planning for 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 the Served Affiliates as conducted or under consideration at any time during the Executive's employment. Restricted activity includes without limitation. providing employment and further agrees not to work or provide services, directly in any capacity, whether as a member of a governing board, an employee, independent contractor or indirectlyotherwise, whether with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a competitor of is engaged in any business that is competitive with the business of the Company or any of its the Served Affiliates, as conducted or in planning during his employment. For the purposes of this Section 9The foregoing, the business of the Company and its Affiliates however, shall include all Products and not prevent the Executive's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests ownership of less than two one percent (21%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's his employment with the Company, Executive he will not undertake any outside activity, whether or not competitive with the business of the Company or any of its Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the The Executive further agrees that, during Executive's his employment and thereafter, Executive will comply with the Company, he will abide by any codes or policies of the Company and directives or any of the Board Served Affiliates with respect to conflicts of interest, publicity codes of conduct and disparagement of business ethics, personal transactions in securities and xxxxxxx xxxxxxx and the Company, its business and its managementlike, as in effect published from time to timetime by the Company or any of the Served Affiliates to their respective employees (all of the foregoing, in the aggregate, "Corporate Codes") and will also comply with all applicable laws, regulations, rules, directives and other legal requirements of federal, state and other governmental and regulatory bodies having jurisdiction over the Company or any of the Served Affiliates and all rules, policies and requirements imposed by NASDAQ (all of the foregoing, in the aggregate, "Corporate Legal Requirements"). (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during his employment and during the Non-Competition Periodeighteen (18) month period immediately following termination of his employment, the Executive will not directly or indirectly (ia) solicit or encourage any customer of the Company or any of the Served Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of the Company or any of the Served Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of the Served Affiliates; provided however, that, with respect to any period of these restrictions that follows the termination of the Executive's employment, these restrictions shall apply (y) only with respect to those Persons who are or have been a customer of the Company or a Served Affiliates at any time within the twenty-four (24) months immediately preceding the Termination Date or whose business has been solicited on behalf of the Company or a Served Affiliate by any of their officers, employees or agents within said twenty-four (24) month period and other than by form letter, blanket mailing or published advertisement and (z) only if the Executive was introduced to, or otherwise had contact with such Person as a result of his employment or other associations with the Company or one of the Served Affiliates or had access to Confidential Information which would assist in the Executive's solicitation of such Person. (d) The Executive agrees that during his employment and and during the eighteen (18) month period immediately following termination of his employment, the Executive will not, and will not assist any other Person to, (a) hire or attempt to hire solicit for hiring any employee of the Company or any of its Affiliates, assist in such hiring by Affiliates or seek to persuade any Person or encourage any such employee to terminate his or her relationship with of the Company or any of its Affiliates to discontinue employment or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with them; provided, however, that, with respect to any period of these restrictions that follows the termination of the Executive's employment, these restrictions shall apply (x) only with respect to any individual who was employed by or provided services as an independent contractor to the Company or one of its Affiliate at any time within twenty-four (24) months prior to the Termination Date and (y) only if the Executive was introduced to, or otherwise had contact with such employee or independent contractor as a result of his employment or other associations with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer of the Company or any one of its Affiliates or had access to terminate Confidential Information which would assist in the Executive's solicitation of such employee or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliatesindependent contractor.

Restricted Activities. The Executive agrees that some restrictions on Executive's activities during and after Executive's 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 and for the period of twenty-four twelve (2412) months immediately following termination of the Executive's employment by the Company (in the aggregate, with the period of Executive's employment, the "Non-Competition Period"), the Executive shall shall, not, directly or indirectly, whether as owner, partner, investor, consultant, agent, executive or managerial employee, co-venturer or otherwise, compete with the Company or any of its Affiliates within the United States States, Europe or Europe Asia or undertake any planning for 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 with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive's employment. Restricted activity includes without limitation. providing services, directly or indirectly, with or without compensation, whether as an executive or managerial employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, . a competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Products. The foregoing restrictions shall not preclude the Executive from retaining or making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Securities Exchange Act. AlsoAct of 1934, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofas amended. (b) The Executive agrees that, during Executive's employment with the Company, Executive 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 conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, code of conduct, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's his employment are necessary to protect the goodwillgood will, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for the a period of twenty-four equal to eighteen (2418) months immediately following termination of the Executive's after his employment is terminated by the Company (in or the aggregateExecutive, with regardless of the period of Executive's employment, the "Non-Competition Period")reason therefor, 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 within the United States or Europe geographic area in which the Company does business or undertake any planning for 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 with the business of the Company or any of its Affiliates as conducted or under consideration at any the time during of termination of the Executive's ’s employment. Restricted activity includes without limitation. providing , and further agrees not to work or provide services, directly or indirectly, with or without compensationin any capacity, whether as an employee, independent contractor, officer, director contractor or otherwise, whether with or without compensation, to any Person who does, or has plans to become, a competitor of is engaged in any business that is competitive with the business of the Company or any of its AffiliatesAffiliates for which the Executive has provided services. For the purposes of this Section 9The foregoing, the business of the Company and its Affiliates however, shall include all Products and not prevent the Executive's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining ’s passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's his employment with the Company, Executive he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during his employment and during the Non-Competition Periodeighteen (18) month period immediately following termination of his employment, regardless of the reason therefor, the Executive will not directly or indirectly (ia) hire solicit or attempt encourage any customer of the Company or any of its Affiliates to hire terminate or diminish its relationship with them; or (b) seek to persuade any such customer of the Company or any of its Affiliates to conduct with anyone else any business or activity which such customer conducts with the Company or any of its Affiliates; provided that these restrictions shall apply only if the Executive has performed work for such Person during his employment with the Company or one of its Affiliates or has been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (d) The Executive agrees that, during his employment and for the eighteen (18) month period immediately following termination of his employment, the Executive will not, and will not, directly or indirectly (a) solicit for hiring any person who is at the time of such solicitation an employee of the Company or any of its Affiliates or seek to persuade any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee Affiliates to terminate his or her relationship with the Company or any of its Affiliates discontinue employment or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's his employment are necessary to protect the goodwill, Confidential Information Information, trade secrets and other legitimate interests of the Company and its AffiliatesCompany: (a) While the Executive is employed by the Company and for the period of twenty-four twelve (2412) months immediately following termination of the Executive's after his employment by the Company terminates (in the aggregate, with the period of Executive's employment, the "“Non-Competition Period"”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete : (i) Compete with the Company or in any of its Affiliates within location where the United States or Europe or undertake Company conducts business or (ii) Undertake any planning for any business competitive with the Company or any of its AffiliatesCompany. 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 competitive, or that intends to compete 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. Restricted activity includes includes, without limitation. providing services, directly accepting an employment, consulting or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who doesagency position with, or has plans to becomebecoming an owner, a partner, investor or co-venturer of, any direct competitor of the business of the Company or any Person who is, or at any time within twelve (12) months prior to termination of its Affiliatesthe Executive’s employment has been, a customer of the Company and competes, or intends to compete, with the business of the Company. For the purposes of this Section 98, the business of the Company and its Affiliates shall include all Products services performed by the Company and the Executive's ’s undertaking shall encompass all items, products items and services that may be used in substitution for ProductsCompany’s business. The foregoing restrictions provisions of Section 8(a) shall not preclude be deemed breached as a result of the Executive from making or retaining Executive’s passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with an aggregate of 1% of any class of securities of a Person engaged, directly or indirectly, in activities that are directly or indirectly competitive with the business of the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and so long as the Executive does not include membership on actively participate in the governing board business of such Person; and the Board will approve such request if the Board determinesprovided, in the exercise of its sole discretionhowever, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofstock is listed on a national securities exchange. (b) The Executive agrees that, during Executive's his employment with the Company, Executive will he shall not undertake any outside activity, whether or not competitive with the business of the Company or its AffiliatesCompany, that could reasonably give rise to a conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its AffiliatesCompany. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time.​ ​ (c) The Executive acknowledges further agrees that while the interest of Executive is employed by the Company and its Affiliates for twelve (12) months after his employment terminates or, if longer, the length of the Severance Period (in maintaining a stable work force either case, the “Non-Solicitation Period” and agrees that, during together with the Non-Competition Period, the “Restricted Period”), the Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company. (d) The Executive shall not, whether in writing or orally, malign, denigrate or disparage the Company or their predecessors and successors, or any of the current or former directors, officers, employees, equity holders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its Affiliatesofficers and members of the Board, whether in writing or orally, to not malign, denigrate or disparage Executive with respect to any of his respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray Executive in an unfavorable light.

Restricted Activities. The Executive agrees that some the following restrictions on Executive's his activities during and after Executive's 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 and for the period of twenty-four eighteen (2418) months immediately following termination after his employment terminates, regardless of the Executive's employment by the Company (in the aggregate, with the period basis of Executive's employment, the "Non-Competition Period")such termination, the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, (i) compete with the Company or any of its Immediate Affiliates (as defined in Section 8 hereof) within the United States or Europe in any other country in which the Company or any of its Immediate Affiliates markets, or is in active planning to market, any of the Products or otherwise conducts or is in active planning to conduct business; (ii) undertake any planning for any business competitive with the Products of the Company or any of its Immediate Affiliates; or (iii) compete, or undertake any planning to compete with, the Exclusive Licensees (as also defined in Section 8) with respect to those Products as to which the Exclusive Licensees are licensed by the Company or any of its Immediate Affiliates in those geographic areas covered by those licenses. 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 Products or with any of the other business activities of the Company or any of its Immediate Affiliates conducted or under consideration at any time during the Executive’s employment or his service on the Board and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, for or to any Person who is engaged in any business that is competitive with the business of the Company or any of its Immediate Affiliates or any of the Exclusive Licensees (to respect to the Products licensed), as conducted or under consideration at any time in planning during the Executive's ’s employment. Restricted activity includes without limitation. providing services, directly or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 94, the business of the Company and its Immediate Affiliates and the Exclusive Licensees shall include all Products and the Executive's ’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions foregoing, however, shall not preclude prevent the Executive from making or retaining Executive’s passive investment interests ownership of less than two percent (2%) or less of the equity securities of any publicly traded company; nor in corporations whose stock is registered under any way limit him in the Exchange Act. Also, notwithstanding the foregoing, performance of his duties as a member and/or chairman of the Board will give consideration to a request by of Directors of Shire Pharmaceuticals Inc. (the Executive for a waiver from “Shire Board”) in accordance with Section 3(c) of the Board permitting him to take Executive’s employment during agreement with Company of even date herewith (the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereof“Employment Agreement”). (b) The Executive agrees that, during Executive's his employment with the Company, Executive he will not undertake any outside activity, whether or not competitive with the business of the Company or any of its Immediate Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with Executive's duties and any his duties, responsibilities or obligations to the Company or any of its Immediate Affiliates. Further, It is expressly understood and agreed that the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies ’s performance of his duties as a member and/or chairman of the Company and directives Shire Board in accordance with Section 3(c) of the Board with respect to conflicts Employment Agreement shall not be a breach of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to timethis Section 4(b). (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during his employment with the Non-Competition PeriodCompany and during the eighteen (18) months immediately following termination of his employment, regardless of the basis of such termination, the Executive will not directly or indirectly (ia) solicit or encourage any customer or prospective customer of the Company or any of its Immediate Affiliates or any of their Exclusive Licensees to terminate or diminish its relationship with the Company or any of its Immediate Affiliates; (b) seek to persuade any such customer or prospective customer of the Company or any of its Immediate Affiliates or any Exclusive Licensee to conduct with the Executive or any other Person any business or activity that such customer, prospective customer or Exclusive Licensee conducts or could conduct with the Company or any of its Immediate Affiliates or (c) solicit or encourage any customer or prospective customer of any of the Exclusive Licensees for any of the Products to terminate or diminish such business with the Exclusive Licensees or to conduct such business with the Executive or any other Person; provided that these restrictions shall apply after termination of the Executive’s employment with the Company (y) only with respect to those Persons who are or have been Exclusive Licensees or who are or have been a customer or potential customer of the Company or any of its Immediate Affiliates or the Exclusive Licensees at any time within the twelve (12) month period immediately preceding the Date of Termination or whose business has been solicited on behalf of the Company or any of its Immediate Affiliates or any of the Exclusive Licensees by any of their employees or agents within said twelve (12) month period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Immediate Affiliates or one of their Exclusive Licensees or has had access to Confidential Information that would assist in the Executive’s solicitation of such Person in competition with the Company or one of its Immediate Affiliates or one of the Exclusive Licensees. (d) The Executive agrees that during his employment (except in the course of his duties on behalf of the Company or any of its Immediate Affiliates) and during the eighteen (18) month period immediately following termination of his employment, regardless of the basis for such termination, the Executive will not, and will not assist any other Person to, (a) hire or attempt to hire solicit for hiring any employee of the Company or any of its Affiliates, assist in such hiring by Immediate Affiliates or any Person of the Exclusive Licensees or encourage seek to persuade any such employee to terminate his or her relationship with of the Company or any of its Immediate Affiliates or any of the Exclusive Licensees to discontinue employment or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Immediate Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer of the Company or any of its Affiliates Exclusive Licensees to terminate or diminish its relationship with them. For the purposes of the Executive’s obligations hereunder following termination of his employment with the Company, or to conduct with any Person any business or activity which such customer conducts or could conduct with an “employee” of the Company or any of its AffiliatesImmediate Affiliates or any of the Exclusive Licensees or an “independent contractor” providing services to the Company or any of its Immediate Affiliates or any of the Exclusive Licensees is any Person who was such at any time during the twelve (12) months preceding the Date of Termination.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:Company: ​ (a) While the Executive is employed by the Company and for the period of twenty-four twelve (2412) months immediately following termination of the Executive's after his employment by the Company terminates (in the aggregate, with the period of Executive's employment, the "“Non-Competition Period"”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete : ​ (i) Compete with the Company in any location where the Company conducts business or any of its Affiliates within the United States or Europe or undertake ​ (ii) Undertake any planning for any business competitive with the Company or any of its AffiliatesCompany. ​ 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 competitive, or that intends to compete 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. Restricted activity includes includes, without limitation. providing services, directly accepting an employment, consulting or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who doesagency position with, or has plans to becomebecoming an owner, a partner, investor or co- venturer of, any direct competitor of the business of the Company or any Person who is, or at any time within twelve (12) months prior to termination of its Affiliatesthe Executive’s employment has been, a customer of the Company and competes, or intends to compete, with the business of the Company. For the purposes of this Section 9, the business of the Company and its Affiliates shall include all Products services performed by the Company and the Executive's ’s undertaking shall encompass all items, products items and services that may be used in substitution for ProductsCompany’s business. The foregoing restrictions provisions of Section 9(a) shall not preclude be deemed breached as a result of the Executive from making or retaining Executive’s passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with an aggregate of 1% of any class of securities of a Person engaged, directly or indirectly, in activities that are directly or indirectly competitive with the business of the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and so long as the Executive does not include membership on actively participate in the governing board business of such Person; and the Board will approve such request if the Board determinesprovided, in the exercise of its sole discretionhowever, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantagestock is listed on a national securities exchange. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereof.​ (b) The Executive agrees that, during Executive's his employment with the Company, Executive he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its AffiliatesCompany. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time.​ (c) The Executive acknowledges further agrees that while the interest of Executive is employed by the Company and its Affiliates for twelve (12) months after his employment terminates or, if longer, the length of the Severance Period (in maintaining a stable work force and agrees thateither case, during the “Non-Solicitation Period” and together with the Non- Competition Period, the “Restricted Period”), the Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company. ​ (d) The Executive shall not, whether in writing or orally, malign, denigrate or disparage the Company or their predecessors and successors, or any of the current or former directors, officers, employees, equity holders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its Affiliates.officers and members of the Board, whether in writing or orally, to not malign, denigrate or disparage Executive with respect to any of his respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray Executive in an unfavorable light. ​

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its AffiliatesSubsidiaries, and that the agreed restrictions set forth below will not deprive the Executive of the ability to earn a livelihood: (a) a. While the Executive is employed by the Company and and, after his employment terminates, for the period greater of twenty-four (24) months immediately following termination of the Executive's employment by the Company (in the aggregate, with one year or the period during which severance payments of Executive's employment, Base Amount are being made (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 business of the Company or any of its Affiliates Subsidiaries within the United States States, or Europe within any foreign country in which the Products are sold at the date of termination of employment, or undertake any planning for any business competitive with the Company or any of its AffiliatesSubsidiaries. 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 any of its Affiliates Subsidiaries as conducted or under consideration at any time during which has been proposed by management to the Board within six months prior to termination of the Executive's employment. Restricted activity also includes without limitation. providing services, directly limitation accepting employment or indirectly, a consulting position with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who doesis, or at any time within twelve (12) months prior to termination of the Executive's employment has plans to becomebeen, a competitor of the business distributor of the Company or any of its AffiliatesSubsidiaries. For the purposes of this Section 9, the business of the Company and its Affiliates Subsidiaries shall include all Products and mean the Executive's undertaking shall encompass all items, products and services manufacture or sale of the Products. b. The Executive further agrees that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive or in connection with the Company or one Executive's termination of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such considerationemployment, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereof. (b) The Executive agrees that, during Executive's employment with the Company, Executive 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 conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not (i) hire or attempt to hire any employee of the Company or any of its AffiliatesSubsidiaries, assist in such hiring by any Person or Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates Subsidiaries, or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates Subsidiaries to terminate or diminish its relationship with them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its AffiliatesSubsidiaries. c. The provisions of this Section 9 shall not be deemed to preclude the Executive from employment or engagement during the Non-Competition Period following termination of employment hereunder by a corporation, some of the activities of which are competitive with the business of the Company, if the Executive's activities do not relate, to such competitive business, and nothing contained in this Section 9 shall be deemed to prohibit the Executive, during the Non-Competition Period following termination of employment hereunder, from acquiring or holding, solely as an investment, publicly traded securities of any competitor corporation so long as such securities do not, in the aggregate, constitute one-half of 1% of the outstanding voting securities of such corporation. Without limiting the foregoing, it is understood that the Company shall not be obligated to continue to make the payments specified in Section 5d and 5e in the event of a material breach by the Executive of the provisions of Sections 7, 8 or 9 of this Agreement, which breach continues without having been cured within 30 days after written notice to the Executive specifying the breach in reasonable detail.

Restricted Activities. The Executive agrees that some restrictions on Executive's her activities during and after Executive's 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 and for an eighteen-month period commencing on the date her employment actually terminates (or a twelve-month period of twenty-four (24if Executive terminates her employment pursuant to Section 5(f) months immediately following termination above within one year after a change in control of the Executive's employment by the Company other than a change in control resulting from a public offering of securities) (in the aggregate, with the period of Executive's employment, 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 within the United States or Europe or undertake any planning for any business competitive with the Company or any of its AffiliatesStates. 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 any of its Affiliates as conducted or under consideration at any time during the Executive's ’s employment. Restricted activity includes without limitation. providing services, directly limitation accepting employment or indirectly, a consulting position with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who doesis, or at any time within twelve (12) months prior to termination of the Executive’s employment has plans to becomebeen, a competitor of the business customer of the Company or any of its Affiliates. For the purposes of this Section 98, the business of the Company and its Affiliates shall include all Products and the Executive's ’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests For avoidance of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Alsodoubt, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership shall commence on the governing board date Executive’s employment actually terminates (not at the conclusion of such Person; and the Board will approve such request period during which the Severance Amount, if the Board determinesany, in the exercise of its sole discretion, that such employment does not have the potential is being paid to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofExecutive). (b) The Executive agrees that, during Executive's her employment with the Company, Executive she 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 conflict of interest or otherwise interfere with Executive's her duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of further agrees that while she is employed by the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, the Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates Affiliates, or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's 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 and for the period of twenty-four two (242) months immediately following termination of the Executive's years after his employment by the Company (in the aggregate, with the period of Executive's employment, the "Non-Competition Period")terminates, 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 within the United States or Europe or undertake any planning for 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 with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive's employment. Restricted activity includes without limitation. providing ’s employment and further agrees not to work or provide services, directly or indirectly, with or without compensationin any capacity, whether as an employee, independent contractor, officer, director contractor or otherwise, whether with or without compensation, to any Person who doesis engaged in any business that is competitive with the business of the Company or any of its Affiliates for which the Executive has provided services during his employment. Restricted activity includes without limitation accepting employment with any Person who is, or at any time within one year prior to termination of the Executive’s employment has plans to becomebeen, a competitor of the business franchisee of the Company or any of its Affiliates. For the purposes of this Section 910, the business of the Company and its Affiliates shall include all Products and the Executive's ’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions foregoing, however, shall not preclude prevent the Executive from making or retaining Executive’s passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's his employment with and during the Companytwo (2) year period immediately following termination of his employment, the Executive will not undertake directly or indirectly (a) solicit or encourage any outside activity, whether or not competitive with the business franchisee of the Company or any of its Affiliates, that could reasonably give rise Affiliates to a conflict terminate or diminish its relationship with them; or (b) seek to persuade any such franchisee or prospective franchisee of interest the Company or otherwise interfere any of its Affiliates to conduct with Executive's duties and obligations to anyone else any business or activity which such franchisee or prospective franchisee conducts with the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply ; provided that these restrictions shall apply (y) only with the policies respect to those Persons who are or have been a franchisee of the Company and directives or any of its Affiliates at any time within the immediately preceding one year or whose business has been solicited on behalf of the Board with respect to conflicts of interest, publicity and disparagement Company or any of the CompanyAffiliates by any of their officers, employees or agents (and of which the Executive has actual knowledge) within said one year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company or one of its business and Affiliates or been introduced to, such Person as a result of his employment or other associations with the Company or one of its management, as in effect from time to timeAffiliates. (c) The Executive acknowledges agrees that during his employment and for the interest two (2) year period immediately following termination of his employment, the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not, and will not assist any other Person to, (ia) hire or attempt to hire solicit for hiring any employee of the Company or any of its Affiliates, assist in Affiliates as of the date of such hiring solicitation or was employed by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates during the six (6) months prior to the Executive’s termination of employment, or seek to persuade any employee of the Company or any of its Affiliates to discontinue employment, or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with them. For the Company or any purposes of its Affiliates. (d) Furtherthis Agreement, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer an “employee” of the Company or any of its Affiliates to terminate is any person who was such at any time within the preceding year. For purposes hereof, general solicitations not directed at a particular person or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with advertising in media directed at the general public shall not provide the basis for a claim by the Company or any of its Affiliatesthat the Executive violated this Section.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's 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 Company and for the eighteen (18) month period of twenty-four (24) months immediately following termination of the Executive's his employment by with the Company (in the aggregate, with the period of Executive's employment, 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 within the United States or Europe or undertake any planning for any business competitive with the Company or any of its Affiliatesanywhere worldwide. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in of 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. Restricted activity includes without limitation. providing services, directly or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Products. The foregoing restrictions foregoing, however, shall not preclude the Executive from making or retaining prevent Executive's passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The b. Executive agrees that, during Executive's his employment with the Company, Executive in addition to complying with the limitations of Section 3.c., he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Affiliates and that would not otherwise be prohibited under Section 3.c. c. Executive further agrees that, during Executive's employment and thereafter, Executive will comply with the policies of that while he is employed by the Company and directives for twelve (12) months following termination of his employment (the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition "Non- Solicitation Period"), Executive will not (i) hire or attempt to hire solicit any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with themthe Company, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company. It shall not be a violation of this Agreement for Executive to hire, interview, recruit or could conduct otherwise discuss employment or other business relationship with any employee of the Company that (i) has been given notice of involuntary termination by the Company, or (ii) response to a general advertisement or otherwise initiates contact with Executive for purposes of seeking employment or other business relationship. For purposes of this Agreement, an employee or customer of the Company is any Person who was a current employee or customer of the Company at the time Executive's employment with the Company ended. For purposes of this Section 9, "Company" shall include Affiliates of the Company with which Executive has had involvement in the course of his employment or about which Affiliate or Affiliate's activities he has acquired or received any Confidential Information until a Change of its Control has occurred, after such time Company shall not be broadened to include any new Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) Employer. While the Executive is employed by the Company Employer and for two (2) years after the period of twenty-four Benefits Termination Date (24) months immediately following termination of or, in the event the Executive's employment is terminated pursuant to Section 4(d), 4(g), or if the Executive's employment hereunder shall terminate on the Expiration Date because the Executive has given the notice contemplated by the Company first proviso to Section 1 hereof, for two (in 2) years after the aggregate, with the period of Executive's employmentTermination Date)(as applicable, the "Non-Competition Restricted 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 within the United States or Europe or undertake any planning for 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 competitive or indirectly potentially competitive with the business of the Company or any of its Affiliates Employer as conducted or under consideration at any time during the Executive's employmentemployment without the Employer's written consent, which consent shall not be unreasonably withheld. Restricted activity includes without limitation. providing services, directly Executive understands that these restrictions shall continue to apply even if this Agreement expires or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Productsotherwise terminates. The foregoing restrictions restriction shall not preclude the prevent Executive from making owing 5% or retaining passive investment interests less of less than two percent (2%) in corporations whose stock is registered under the Exchange Actequity securities of any publicly traded company or from accepting employment from or providing consulting services to any person who does not compete with the Employer. AlsoIn addition, notwithstanding during the foregoingRestricted Period, the Board will give consideration Employee shall not, either himself or through any agent, whether for his own account or for the account of any other individual, partnership, firm, corporation or other business organization (other than the Employer), intentionally solicit, endeavor to a request by the Executive for a waiver entice away from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a salesEmployer, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereof. (b) The Executive agrees that, during Executive's employment with the Company, Executive 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 conflict of interest or otherwise interfere with Executive's duties and obligations the relationship of the Employer, with any individual who the Employee knows is employed by, or otherwise is engaged to perform services for, the Employer or any person or entity who the Employee knows is, or was within the then most recent twenty-four month period prior to the Company Termination Date, a customer or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies client of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to timeEmployer. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's his employment are necessary to protect the goodwillgood will, Confidential Information Information, and other legitimate business interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for the period of twenty-four eighteen (2418) months immediately following termination of the Executive's after his employment by the Company terminates (in the aggregate, with the period of Executive's employmenttogether, the "Non-Competition “Restricted Period"”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-co venturer or otherwise, compete with the Company or any of its Affiliates within Business anywhere where the United States or Europe Business is conducted, or undertake any planning for any business competitive with the Company or any of its AffiliatesBusiness. 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 any of its Affiliates Business as conducted or under consideration at any time during the Executive's ’s employment. Restricted activity includes also includes, without limitation. , accepting employment or a consulting position with, or otherwise providing servicesservices to, directly or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, is or has plans is planning to become, become a competitor of the business of the Company Business where such employment, consulting or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly relate to the Board all information requested by it pursuant to Section 10 hereofBusiness. (b) The Executive agrees that, during Executive's his employment with the Company, Executive he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Restricted Period, the Executive will not directly or indirectly (ia) solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer or prospective customer of the Company or any of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates; provided that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer of the Company or any of its Affiliates at any time within the immediately preceding one (1) year period or whose business has been solicited on behalf of the Company or any of the Affiliates by any of their officers, employees or agents within said one (1) year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during his employment with the Company or one of its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (d) The Executive agrees that, during the Restricted Period, the Executive will not, and will not assist any other Person to, (a) hire or attempt to hire solicit for hiring any employee of the Company or any of its Affiliates, assist in such hiring by Affiliates or seek to persuade any Person or encourage any such employee to terminate his or her relationship with of the Company or any of its Affiliates to discontinue employment, or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with them. For the Company purposes of this Agreement, an “employee” or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer “independent contractor” of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with is any Person person who was such at any business or activity which such customer conducts or could conduct with time within the Company or any of its Affiliatespreceding one (1) year.

Restricted Activities. The Executive agrees that some restrictions on Executive's activities during and after Executive's 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 and for the period of twenty-four twelve (2412) months immediately following termination of the Executive's employment by the Company (in the aggregate, with the period of Executive's employment, the "NonNON-Competition PeriodCOMPETITION PERIOD"), the Executive shall shall, not, directly or indirectly, whether as owner, partner, investor, consultant, agent, executive or managerial employee, co-venturer or otherwise, compete with the Company or any of its Affiliates within the United States States, Europe or Europe Asia or undertake any planning for 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 with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive's employment. Restricted activity includes without limitation. providing services, directly or indirectly, with or without compensation, whether as an executive or managerial employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, . a competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Products. The foregoing restrictions shall not preclude the Executive from retaining or making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Securities Exchange Act. AlsoAct of 1934, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofas amended. (b) The Executive agrees that, during Executive's employment with the Company, Executive 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 conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, code of conduct, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's his employment are necessary to protect the goodwillgood will, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for the a period of twenty-four equal to eighteen (2418) months immediately following the termination of the Executive's such employment by the Company (in or the aggregate, with the period of Executive's employment, 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 within the United States or Europe geographic area in which the Company does business or undertake any planning for 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 with the business of the Company or any of its Affiliates as conducted or under consideration at any the time during of termination of the Executive's ’s employment. Restricted activity includes without limitation. providing , and further agrees not to work or provide services, directly or indirectly, with or without compensationin any capacity, whether as an employee, independent contractor, officer, director contractor or otherwise, whether with or without compensation, to any Person who does, or has plans to become, a competitor of is engaged in any business that is competitive with the business of the Company or any of its AffiliatesAffiliates for which the Executive has provided services. For the purposes of this Section 9The foregoing, the business of the Company and its Affiliates however, shall include all Products and not prevent the Executive's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining ’s passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's his employment with the Company, Executive he 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 conflict of interest or otherwise materially interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during his employment and during the Non-Competition Periodeighteen (18) month period immediately following termination of his employment, regardless of the reason therefor, the Executive will not directly or indirectly (ia) hire solicit or attempt encourage any customer of the Company or any of its Affiliates to hire terminate or diminish its relationship with them; or (b) seek to persuade any such customer of the Company or any of its Affiliates to conduct with anyone else any business or activity which such customer conducts with the Company or any of its Affiliates; provided that these restrictions shall apply only if the Executive has performed work for such Person during his employment with the Company or one of its Affiliates or has been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (d) The Executive agrees that, during his employment and for the eighteen (18) month period immediately following termination of his employment, the Executive will not, directly or indirectly, (a) solicit for hiring any person who is at the time of such solicitation an employee of the Company or any of its Affiliates or seek to persuade any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee Affiliates to terminate his or her relationship with the Company or any of its Affiliates discontinue employment or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The In exchange for good and valuable consideration including, without limitation, his employment by the Company and the compensation and benefits described herein and the grant of equity awards during the Term, the Executive agrees that some restrictions on Executive's his activities during and after Executive's ’s employment with the Company are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its subsidiaries and Affiliates:. Accordingly, in addition to the obligations set forth in Sections 6 and 7 above, (a) While the Executive is employed by the Company Company, and for through the last day of the twelve (12) month period of twenty-four (24) months immediately following the termination of the Executive's ’s employment by the Company (in the aggregateor, with the period of Executive's employmentif later, the "last day of the Continuation Period (whichever applies, the “Non-Competition Period"”), the Executive shall not, directly or indirectly, whether as an owner, manager, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete in any material manner with the Company or any of its subsidiaries or Affiliates within in the Business anywhere in the United States States, Canada, Europe, or Europe or undertake any planning for any business competitive with elsewhere that the Company or any of its Affiliatessubsidiaries or Affiliates conducted the Business during the Term; provided that the Executive shall be permitted to own, as a passive investor, not more than 1% (one percent) of the publicly-traded securities of any Person; provided, further, that the foregoing prohibition shall not apply to any Person which competes with the Company in the Business in the United States, Canada, Europe, or elsewhere itself or through a division, subsidiary or other business unit of such Person so long as the Executive does not himself so compete and does not work or consult for, or otherwise give advice to, any division, subsidiary or business unit that does so compete. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive in any material manner with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive's employment. Restricted activity includes without limitation. providing services, directly or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantageBusiness. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereof. (b) The Executive agrees that, during Executive's employment with the Company, Executive 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 conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees thataddition, during the Non-Competition Period, the Executive shall not accept employment or a consulting position with any Person who is, or at any time within twelve (12) months prior to termination of the Executive’s employment was, a customer of the Company or any of its subsidiaries or Affiliates. For the purposes of this Agreement, the “Business” shall mean the designing, developing, manufacturing, producing, marketing, distributing, selling and supporting of (i) roller, ice and in-line skates; (ii) hockey equipment and apparel, namely roller, ice, in-line and street hockey equipment and apparel; (iii) lacrosse equipment and apparel; (iv) baseball and softball equipment and apparel; (v) any other line of business in which the Company or any of its subsidiaries or Affiliates, as of the date of termination of the Executive employment, is engaged; and (vi) any other line of business in which the Company or any of its subsidiaries or Affiliates, as of the date of termination of the Executive’s employment, has taken significant steps in connection with exploring or preparing to engage or, during the Non-Competition Period, has become engaged. (b) The Executive further agrees that during the Non-Competition Period, the Executive will not (i) hire or attempt to hire any Person who is (or within the six months prior to the termination of Executive’s employment was) an employee of the Company or any of its subsidiaries or Affiliates, assist in or encourage such hiring by any Person or Person, encourage any such employee to terminate his or her his relationship with the Company or any of its Affiliates subsidiaries or (ii) Affiliates, or solicit or encourage any independent contractor providing services Person which is (or within the six months prior to the Company termination of Executive’s employment was) a customer or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer vendor of the Company or any of its subsidiaries or Affiliates to terminate or diminish its relationship with any of them, or or, in the case of such a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its subsidiaries or Affiliates. The Executive further agrees that during the Non-Competition Period he shall not make false, misleading or disparaging statements about the Company or its subsidiaries or Affiliates including, without limitation, their products, services, management, shareholders, employees and customers.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's 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 and for the a period of twenty-four equal to eighteen (2418) months immediately following termination of the Executive's after his employment is terminated by the Company (in or the aggregateExecutive, with regardless of the period of Executive's employment, the "Non-Competition Period")reason therefor, 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 within the United States or Europe geographic area in which the Company does business or undertake any planning for 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 with the business of the Company or any of its Affiliates as conducted or under consideration at any the time during of termination of the Executive's ’s employment. Restricted activity includes without limitation. providing , and further agrees not to work or provide services, directly or indirectly, with or without compensationin any capacity, whether as an employee, independent contractor, officer, director contractor or otherwise, whether with or without compensation, to any Person who does, or has plans to become, a competitor of is engaged in any business that is competitive with the business of the Company or any of its AffiliatesAffiliates for which the Executive has provided services. For the purposes of this Section 9The foregoing, the business of the Company and its Affiliates however, shall include all Products and not prevent the Executive's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining ’s passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's his employment with the Company, Executive he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during his employment and during the Non-Competition Periodeighteen (18) month period immediately following termination of his employment, regardless of the reason therefor, the Executive will not directly or indirectly (ia) hire solicit or attempt encourage any customer of the Company or any of its Affiliates to hire terminate or diminish its relationship with them; or (b) seek to persuade any such customer of the Company or any of its Affiliates to conduct with anyone else any business or activity which such customer conducts with the Company or any of its Affiliates; provided that these restrictions shall apply only if the Executive has performed work for such Person during his employment with the Company or one of its Affiliates or has been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (d) The Executive agrees that, during his employment and for the eighteen (18) month period immediately following termination of his employment, the Executive will not directly or indirectly (a) solicit for hiring any person who is at the time of such solicitation an employee of the Company or any of its Affiliates or seek to persuade any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee Affiliates to terminate his or her relationship with the Company or any of its Affiliates discontinue employment or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's 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 and for the period of twenty-four one (241) months immediately following termination of the Executive's year after his employment by the Company terminates (in the aggregate, with the period of Executive's employment, 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 within the continental United States or Europe or undertake any planning for 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. Restricted activity includes without limitation. providing services, directly limitation accepting employment or indirectly, a consulting position with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who doesis, or at any time within twelve (12) months prior to termination of the Executive’s employment has plans to becomebeen, a competitor of the business customer of the Company or any of its Affiliates. For the purposes of this Section 98, the business of the Company and its Affiliates shall include all Products and the Executive's ’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude Notwithstanding anything to the Executive from making or retaining contrary herein, ownership by Executive, as a passive investment interests investment, of less than two five percent (25%) in corporations whose of capital stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity of its Affiliates in a position any corporation or other equity that is publicly traded shall not managerial or executive; is not in constitute a sales, marketing or research and development or like role; and does not include membership on the governing board breach of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to this Section 10 hereof8(a). (b) The Executive agrees that, during Executive's his employment with the Company, Executive he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of further agrees that while he is employed by the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, the Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates Affiliates, or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive acknowledges and agrees that some (a) she is an executive or management employee of the Company and is provided access to the Company’s “Trade Secrets,” defined as the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, improvement, confidential business or financial information, listing of names, addresses, or telephone numbers, or other information relating to the Company which is secret and of value, and (b) the following restrictions on Executive's her ​ activities during and after Executive's employment with the Company are necessary to protect the goodwill, Confidential Information Company’s Trade Secrets and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for during the one (1) year period of twenty-four (24) months immediately following termination of the Executive's ’s employment by (the Company (in the aggregate, with the period of Executive's employment, the "Non-Competition “Restricted Period"”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, independent contractor, co-venturer or otherwise, whether with or without compensation, compete with the Company Business (as defined below), or any portion of its Affiliates within the Business, in the United States or Europe of America (the “Restricted Area”) or undertake any planning for any business competitive with all or a portion of the Company or any of its AffiliatesBusiness in the Restricted Area. Specifically, but without limiting the foregoing, the Executive agrees not to engage work or provide services, in any manner in any activity that is directly or indirectly 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. Restricted activity includes without limitation. providing services, directly or indirectly, with or without compensationcapacity, whether as an employee, independent contractor, officer, director contractor or otherwise, whether with or without compensation, to any Person who doesthat is engaged in all or any portion of the Business, as conducted or in active planning to be conducted during the Executive’s employment with the Company or, with respect to the portion of the Restricted Period that follows the termination of the Executive’s employment, at the time the Executive’s employment terminates, in the Restricted Area. Notwithstanding the foregoing, nothing in this Agreement shall (x) prevent Executive from providing services to a consulting firm that provides services to any business that competes with the Business, (y) preclude Executive from owning up to 2% of the publicly traded securities of any business, or has plans to become, a competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Products. The foregoing restrictions shall not preclude (z) prevent the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under providing services to an entity that contains a business that competes with the Exchange Act. AlsoBusiness, notwithstanding the foregoing, the Board will give consideration to a request by provided the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; responsible for (and does not include membership on engage or participate in) the governing board day-to-day management, oversight or supervision of such Person; business and provided the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment Executive does not have direct supervision over the potential to provide such Person access to Confidential Information individual or otherwise provide such Person an unfair competitive advantage. In order to be eligible individuals who are so responsible for such considerationday-to-day management, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofoversight or supervision. (b) The Executive agrees that, during Executive's employment with During the Company, Executive 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 conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. FurtherRestricted Period, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly (i) solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them, ; or (ii) seek to persuade any such customer or prospective customer of the Company or any of its Affiliates to conduct with any Person anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates.; provided, however, that these restrictions shall apply

Restricted Activities. The Executive acknowledges the importance to the Company and its Affiliates of protecting their trade secrets and other Confidential Information and their other legitimate business interests, including without limitation the valuable trade secrets, other Confidential Information and goodwill that they have developed or acquired and which they shall continue to develop and acquire while the Executive’s employment continues. The Company agrees, in consideration of the Executive’s acceptance of the restrictions set forth below, to grant the Executive access to trade secrets and other Confidential Information of the Company and its Immediate Affiliates and to their valuable business relationships and their goodwill. The Executive acknowledges and agrees that some the restrictions on Executive's his activities during and after Executive's his employment set forth below are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While The Executive agrees that, during the Executive is employed by his employment with the Company and for the period of twenty-four (24) months immediately following the termination of the Executive's employment by the Company (in the aggregate, with the period of Executive's his employment, regardless of the "Non-Competition Period")basis or timing of such termination, the Executive shall will not, directly or indirectly, whether alone or in association with others, anywhere in the Territory, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as owneran officer, employee, investor, principal, joint venturer, shareholder, partner, investordirector, consultant, agentagent or otherwise with, employeeor have any financial interest (through stock or other equity ownership, co-venturer investment of capital, the lending of money or otherwise) in, compete with the Company any business, venture or any of its Affiliates within the United States or Europe or undertake any planning for 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 competes, or is in planning, or has undertaken any preparation, to compete, with the business Business of the Company or any of its Immediate Affiliates as conducted (a “Competitor”), except that nothing contained in this Section 9(a) shall prevent the Executive’s wholly passive ownership of two percent (2%) or under consideration less of the equity securities of any Competitor that is a publicly-traded company. For the purposes of this Agreement, the “Business of the Company and its Immediate Affiliates” or “Business” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities and the “Territory” is those states within the United States and those provinces of Canada in which the Company or any of its Immediate Affiliates is doing or actively planning to do business at any time during the Executive's employment. Restricted activity includes without limitation. providing services, directly or indirectly’s employment or, with or without compensationrespect to his obligations hereunder following termination of his employment with the Company, whether as an employee, independent contractor, officer, director or otherwise, to at any Person who does, or has plans to become, a competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 9, 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 used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment time during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of six (6) months immediately preceding such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereoftermination. (b) The Executive agrees that, during Executive's his employment with the Company, Executive he will comply with any and all codes of ethics or business conduct of the Company applicable to his position, as in effect from time to time, and 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during his employment and during the Nonperiod of twenty-Competition Periodfour (24) months immediately following termination of his employment, regardless of the basis or timing of such termination, the Executive will not, and will not assist any other Person to, (ia) hire or attempt to solicit for hire any employee of the Company or any of its Affiliates, assist in such hiring by Immediate Affiliates or seek to persuade any Person or encourage any such employee to terminate his or her relationship with of the Company or any of its Immediate Affiliates to discontinue employment or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Immediate Affiliates to terminate or diminish those services or its relationship with them; provided, however, that, after termination of the Executive’s employment with the Company, these restrictions shall apply only with respect to employees of, and independent contractors providing services to, the Company or any of its AffiliatesImmediate Affiliates on the date the Executive’s employment with the Company terminates or at any time during the preceding twelve (12) months. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the The Executive agrees that, during his employment and during the Nonperiod of twenty-Competition Periodfour (24) months immediately following termination of his employment, regardless of the basis or timing of such termination, the Executive will not directly or indirectly solicit or encourage any customer distributor or vendor to the Company or any of its Immediate Affiliates to terminate or breach any agreement with the Company or any of its Immediate Affiliates or to terminate or diminish its relationship with the Company or any of its Immediate Affiliates; provided, however, that, after termination of the Executive’s employment with the Company, these restrictions shall apply only with respect to those distributors and vendors who were doing business with the Company or any of its Affiliates to terminate on the date the Executive’s employment terminates or diminish its relationship with them, or to conduct with at any Person any business or activity which such customer conducts or could conduct with time during the Company or any of its Affiliatespreceding twelve (12) months.

Restricted Activities. The Executive agrees that some restrictions on Executive's his/her activities during and after Executive's 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 and for the period greater of twenty-four (24i) twelve (12) months immediately following termination of the Executive's after his/her employment by the Company terminates or (in the aggregate, with ii) the period of Executive's employment, during which the Executive is receiving payments under Section 5.d or 5.e or 5.g or 5.h (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 within the United States or Europe or undertake any planning for 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. Restricted activity includes without limitation. providing services, directly limitation accepting employment or indirectly, a consulting position with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who doesis, or at any time within twelve (12) months prior to the termination of the Executive's employment has plans to becomebeen, a competitor of the business customer of the Company or any of its Affiliates. For the purposes of this Section 98, 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 used in substitution for Products. The foregoing restrictions shall not preclude prohibit the Executive from making or retaining Executive's passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's his/her employment with the Company or any Affiliate of the Company, Executive he/she 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 conflict of interest or otherwise interfere with Executive's his/her duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges further agrees that while he/she is employed by the interest Company or any Affiliate of the Company and its Affiliates in maintaining a stable work force and agrees that, thereafter during the remainder of the Non-Competition Period, the Executive will not (i) hire or attempt to hire any employee of the Company or any of its Affiliates, assist in such hiring by any Person or Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's his or her activities during and after Executive's his or her employment are reasonable and necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliatesthe Company Affiliates and accordingly agrees as follows: (a) a. While the Executive is employed by the Company and for the a period of twentythree hundred and sixty-four five (24365) months immediately following termination of the Executive's days after his or her employment by the Company terminates (in the aggregate, with the period of Executive's employment, the "“Non-Competition Period"”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer venturer, or otherwise, compete engage in any business which is the same as or similar to or otherwise competes with the business of the Company or any of its the Company Affiliates within the United States or Europe in any other country in which the Company or any of the Company Affiliates is doing any such business or undertake any planning for any business competitive with the Company or any of its Affiliatessuch business. 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 Company Affiliate as conducted or under consideration at any time during the Executive's employment’s employment or other associations with the Company or any Company Affiliate. Restricted activity includes without limitationIt will not be a violation of this Section 6.a. providing services, directly or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, for the Executive to any Person who does, or has plans to become, own less than 1% of the outstanding publicly-traded securities of a competitor of the business of the Company or any of its AffiliatesAffiliates through a mutual fund or other passive investment vehicle not managed by the Executive. For the purposes of this Section 96, the business of the Company and its the Company Affiliates shall include without limitation all Products and the Executive's ’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereof. (b) b. The Executive agrees that, during Executive's his or her or her employment with the Company, Executive will he or she shall not perform any consulting services and that during such employment he or she shall not undertake any other outside activity, whether or not competitive with the business of the Company or its the Company Affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with Executive's his or her or her duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to timeAffiliates. (c) c. The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and further agrees that, that during the Non-Competition Period, other than as required by the Executive’s duties for the Company and the Company Affiliates during his or her employment, the Executive will shall not, and shall not assist anyone else to, directly or indirectly (iA) hire or attempt to hire solicit for hiring any employee of the Company or any Company Affiliate or seek to persuade any employee of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates Company Affiliate to discontinue employment or (iiB) solicit or encourage any independent contractor providing services to or other Person doing business with the Company or any of its Affiliates Company Affiliate at any time during the Executive’s employment to terminate or diminish those services or its relationship with the Company or any Company Affiliate or to violate any agreement of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that such independent contractor or other Person with the Company and its Affiliates have a near permanent relationship with their customersor any Company Affiliate. For the purposes of this Agreement, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer an “employee” of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with Company Affiliate is any Person who is then in their employ or who was so employed at any business or activity which such customer conducts or could conduct with time within the Company or any of its Affiliatespreceding one hundred and eighty (180) days.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's 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 and for the period of twenty-twenty four (24) months immediately following termination of the Executive's after his employment by the Company terminates (in the aggregate, with the period of Executive's employment, 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 within in any location where the United States Company or Europe its Affiliates conducts business or undertake any planning for 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. Restricted activity includes without limitation. providing services, directly accepting employment or indirectly, a consulting position with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a direct competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 98, the business of the Company and its Affiliates shall include all Products (as defined in Section 12 below) and the Executive's ’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereof. (b) The Executive agrees that, during Executive's his employment with the Company, Executive he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, except as in effect may be approved from time to timetime by the Board. The parties agree that the Executive may continue to engage in the board memberships and consulting activities which are set forth on Exhibit B attached hereto, so long as such engagements do not, and could not reasonably, give rise to a conflict of interests or otherwise interfere with the Executive’s duties and obligations to the Company or any affiliates. (c) The Executive acknowledges the interest of further agrees that while he is employed by the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, the Executive will not not, directly or indirectly, (i) hire or attempt to hire any employee or consultant of the Company or any of its Affiliates, assist in such hiring by any Person or encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit any Person who was an employee or encourage any independent contractor providing services to consultant of the Company or any of its Affiliates at any time during the six (6) months preceding the date of such activity, (ii) assist in such hiring by any Person, (iii) encourage any such employee or consultant to terminate or diminish those services or its his relationship with the Company or any of its Affiliates. , or (div) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with themthem or, or in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's the termination of his employment are necessary to protect the goodwillgood will, Confidential Information and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company or any of its Affiliates, and for the period of twenty-four (24) 24 months immediately following termination of the Executive's after his employment by the Company (in the aggregate, with the period of Executive's employment, the "Non-Competition Period")terminates for whatever reason, 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 within the United States or Europe or undertake any planning for any business competitive with the Company or any of its AffiliatesAffiliates within any geographic area in which Executive has client contact during his employment. 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. Restricted activity includes without limitation. providing services, directly and further agrees not to work for or indirectlyprovide services to, with or without compensationin any capacity, whether as an employee, independent contractor, officer, director contractor or otherwise, to whether with or without compensation, any Person who does, or has plans to become, a competitor of is engaged in any business that is competitive with the business of the Company or any of its AffiliatesAffiliates for which the Executive has provided services, as conducted or in planning during his employment. Restricted activity includes, without limitation, engaging in the design, development, production, marketing or sale of goods or services directly in competition with the Company or engaging in projects substantially similar to those the Executive worked on or was involved with on behalf of the Company. For the purposes of this Section 9, the business of the Company and its Affiliates shall include all Products and the Executive's ’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions foregoing, however, shall not preclude prevent the Executive from making or retaining Executive’s passive investment interests ownership of less than two percent (2%) in corporations whose stock is registered under or less of the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one equity securities of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereofany publicly traded company. (b) The Executive agrees that, during Executive's his employment with the Company, Executive he 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 conflict of interest or otherwise interfere with Executive's his duties and obligations to the Company or any of its Affiliates. FurtherRestricted activity includes, without limitation, owning, managing, operating, controlling, consulting for, aiding or being employed by any entity that is substantially similar to or directly competitive with any business conducted by the Company or any of its Affiliates, including, but not limited to, any entity that engages in the design, development or production of those particular projects the Executive agrees that, works on or is involved with during Executive's his employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during his employment and during the Non24-Competition Periodmonth period immediately following termination of his employment, regardless of the reason therefor, the Executive will not directly or indirectly (ia) solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or (b) seek to persuade any such customer of the Company or any of its Affiliates to conduct with anyone else any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates; provided that these restrictions shall apply (y) only if the Executive has performed work for such Person during his employment with the Company or one of its Affiliates, or been introduced to, or otherwise had contact with, such Person as a result of his employment or other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s solicitation of such Person. (d) The Executive agrees that, during his employment and for the 24-month period immediately following termination of his employment, regardless of the reason therefor, the Executive will not, and will not assist any other Person to, (a) hire or attempt to hire solicit for hiring any employee of the Company or any of its Affiliates, assist in such hiring by Affiliates or seek to persuade any Person or encourage any such employee to terminate his or her relationship with of the Company or any of its Affiliates to discontinue employment or (iib) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any them. For purposes of its Affiliates. (d) Furtherthis Agreement, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer an “employee” of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with is any Person person who was such at any business or activity which such customer conducts or could conduct with time within the Company or any of its Affiliatespreceding two years.

Restricted Activities. The By signing this Agreement, Executive agrees represents that some restrictions Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive's activities during and after Executive's employment are necessary Executive pursuant to protect this Section 6 (collectively, the goodwill“Restrictive Covenant Agreements”). For purposes of the Restrictive Covenant Agreements, Confidential Information and other legitimate interests of “Company” shall mean the Company and its Affiliates: (a) While the . Executive is employed by the Company agrees that during Executive’s employment and for the twelve month period of twenty-four (24) months immediately following termination of the after Executive's ’s employment by with the Company ends for any reason (in the aggregate, with “Restricted Period”) Executive will not (without the period of Executive's employment, the "Non-Competition Period"Company’s prior written consent), the Executive shall not, directly or indirectly, whether as owner, partner, investorshareholder, director, consultant, agent, employee, co-venturer or otherwise, compete with the Company (i) engage, participate or any of its Affiliates within the United States or Europe or undertake any planning for invest in any business competitive with activity anywhere in the Company world that develops, markets or sells any of its Affiliates. Specificallyproducts, but without limiting the foregoing, the Executive agrees not to engage in or performs or sells any manner in any activity services that is directly or indirectly competitive with involves synthetic lethality in oncologic applications; provided that this shall not prohibit any investment by Executive in publicly traded stock of a company representing less than two percent of the stock of such company, (ii) solicit or attempt to solicit, or take away or divert from the Company, or attempt to take away or divert from the Company, the business or patronage of the Company or any of its Affiliates as conducted or under consideration customer(s) known to Executive with respect to which Executive was involved in soliciting, in each case at any time during the twelve-month period that immediately preceded the termination of Executive's employment. Restricted activity includes without limitation. providing services, directly or indirectly, ’s employment with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a competitor of the business of the Company or any of its Affiliates. For the purposes of this Section 9, the business of the Company and its Affiliates shall include all Products and the with which, as a result of Executive's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such consideration, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereof. (b) The Executive agrees that, during Executive's ’s employment with the Company, Executive will not undertake had business dealings or about which Executive acquired confidential information, or (iii) recruit or attempt to recruit, solicit or attempt to solicit, hire or attempt to hire, interfere with or endeavor to entice away or assist in recruiting or attempting to recruit, soliciting or attempting to solicit, hiring or attempting to hire, interfering with or enticing away any outside activityperson who is or was employed by the Company or is or was an agent, whether representative or not competitive with the business consultant of the Company or its Affiliates, that could reasonably give rise to a conflict within the six-month period preceding the termination of interest or otherwise interfere Executive’s employment with Executive's duties and obligations to the Company or any of its AffiliatesCompany. Further, the Executive agrees that, during Executive's employment without reservation that these restraints are necessary for the reasonable and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement proper protection of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest that each and every one of the Company restraints is reasonable in respect to subject matter, length of time and its Affiliates geographic area. Executive further understands that Executive’s obligations under the Restrictive Covenant Agreements will continue in maintaining a stable work force accordance with their express terms regardless of any changes in Executive’s title, position, duties, salary, compensation or benefits or other terms and agrees that, during conditions of employment. Executive expressly consents to be bound by the Non-Competition Period, Executive will not (i) hire or attempt to hire any employee provisions of the Restrictive Covenant Agreements for the benefit of the Company or any of its Affiliates, assist in such hiring by any Person Affiliate or encourage any such employee successor to terminate his or her relationship with the Company or any of its Affiliates or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliateswhose employ Executive may be transferred. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

Restricted Activities. The Executive agrees that some restrictions on Executive's his activities during and after Executive's his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its AffiliatesSubsidiaries, and that the agreed restrictions set forth below will not deprive the Executive of the ability to earn a livelihood: (a) a. While the Executive is employed by the Company and and, after his employment terminates, for the period greater of twenty-four (24) months immediately following termination of the Executive's employment by the Company (in the aggregate, with one year or the period during which severance payments of Executive's employment, Base Amount are being made (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 business of the Company or any of its Affiliates Subsidiaries within the United States States, or Europe within any foreign county in which the Products are sold at the date of termination of employment, or undertake any planning for any business competitive with the Company or any of its AffiliatesSubsidiaries. 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 any of its Affiliates Subsidiaries as conducted or under consideration at any time during which has been proposed by management to the Board within six months prior to termination of the Executive's employment. Restricted activity also includes without limitation. providing services, directly limitation accepting employment or indirectly, a consulting position with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who doesis, or at any time within twelve (12) months prior to termination of the Executive's employment has plans to becomebeen, a competitor of the business distributor of the Company or any of its AffiliatesSubsidiaries. For the purposes of this Section 9, the business of the Company and its Affiliates Subsidiaries shall include all Products and mean the Executive's undertaking shall encompass all items, products and services manufacture or sale of the Products. b. The Executive further agrees that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take employment during the Non-Competition Period with a Person competitive or in connection with the Company or one Executive's termination of its Affiliates in a position that is not managerial or executive; is not in a sales, marketing or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise of its sole discretion, that such employment does not have the potential to provide such Person access to Confidential Information or otherwise provide such Person an unfair competitive advantage. In order to be eligible for such considerationemployment, the Executive must provide promptly to the Board all information requested by it pursuant to Section 10 hereof. (b) The Executive agrees that, during Executive's employment with the Company, Executive 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 conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to time. (c) The Executive acknowledges the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Period, Executive will not (i) hire or attempt to hire any employee of the Company or any of its AffiliatesSubsidiaries, assist in such hiring by any Person or Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates Subsidiaries, or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with the Company or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer or vendor of the Company or any of its Affiliates Subsidiaries to terminate or diminish its relationship with them, or or, in the case of a customer, to conduct with any Person any business or activity which such customer conducts or could conduct with the Company or any of its AffiliatesSubsidiaries. c. The provisions of this Section 9 shall not be deemed to preclude the Executive from employment or engagement during the Non-Competition Period following termination of employment hereunder by a corporation, some of the activities of which are competitive with the business of the Company, if the Executive's activities do not relate, to such competitive business, and nothing contained in this Section 9 shall be deemed to prohibit the Executive, during the Non-Competition Period following termination of employment hereunder, from acquiring or holding, solely as an investment, publicly traded securities of any competitor corporation so long as such securities do not, in the aggregate, constitute one-half of 1% of the outstanding voting securities of such corporation. Without limiting the foregoing, it is understood that the Company shall not be obligated to continue to make the payments specified in Section 5d and 5e in the event of a material breach by the Executive of the provisions of Sections 7, 8 or 9 of this Agreement, which breach continues without having been cured within 30 days after written notice to the Executive specifying the breach in reasonable detail.

Restricted Activities. The Executive acknowledges and agrees that some (a) she is an executive or management employee of the Company and is provided access to the Company’s “Trade Secrets” defined as the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, improvement, confidential business or financial information, listing of names, addresses, or telephone numbers, or other information relating to the Company which is secret and of value, and (b) the following restrictions on Executive's her activities during and after Executive's employment with the Company are necessary to protect the goodwill, Confidential Information Company’s Trade Secrets and other legitimate interests of the Company and its Affiliates: (a) While the Executive is employed by the Company and for during the two (2) year period of twenty-four (24) months immediately following termination of the Executive's ’s employment by (the Company (in the aggregate, with the period of Executive's employment, the "Non-Competition “Restricted Period"”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, independent contractor, co-venturer or otherwise, whether with or without compensation, compete with the Company Business (as defined below), or any portion of its Affiliates within the Business, in the United States or Europe of America (the “Restricted Area”) or undertake any planning for any business competitive with all or a portion of the Company or any of its AffiliatesBusiness in the Restricted Area. Specifically, but without limiting the foregoing, the Executive agrees not to engage work or provide services, in any manner in capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any activity Person that is engaged in all or any portion of the Business, as conducted or in active planning to be conducted during the Executive’s employment with the Company or, with respect to the portion of the Restricted Period that follows the termination of the Executive’s employment, at the time the Executive’s employment terminates, in the Restricted Area. Notwithstanding the foregoing, nothing in this Agreement shall (x) prevent Executive from providing services to a consulting firm that provides services to any business that competes with the Business, (y) preclude Executive from owning up to 2% of the publicly traded securities of any business, or (z) prevent the Executive from providing services to an entity that contains a business that competes with the Business, provided the Executive is not responsible for (and does not engage or participate in) the day-to-day management, oversight or supervision of such business and provided the Executive does not have direct supervision over the individual or individuals who are so responsible for such day-to-day management, oversight or supervision. (b) During the Restricted Period, the Executive will not directly or indirectly competitive with the business (i) solicit or encourage any customer of the Company or any of its Affiliates as conducted to terminate or under consideration at diminish its relationship with them; or (ii) seek to persuade any time during the Executive's employment. Restricted activity includes without limitation. providing services, directly such customer or indirectly, with or without compensation, whether as an employee, independent contractor, officer, director or otherwise, to any Person who does, or has plans to become, a competitor of the business prospective customer of the Company or any of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates. For the purposes of this Section 9; provided, the business however, that these restrictions shall apply (y) only with respect to those Persons who are or have been a customer of the Company and or any of its Affiliates shall include all Products at any time within the immediately preceding two (2) year period or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within such two (2) year period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such Person during the Executive's undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing restrictions shall not preclude the Executive from making or retaining passive investment interests of less than two percent (2%) in corporations whose stock is registered under the Exchange Act. Also, notwithstanding the foregoing, the Board will give consideration to a request by the Executive for a waiver from the Board permitting him to take ’s employment during the Non-Competition Period with a Person competitive with the Company or one of its Affiliates in or been introduced to, or otherwise had contact with, such Person as a position that is not managerial result of the Executive’s employment or executive; is not in a sales, marketing other associations with the Company or research and development or like role; and does not include membership on the governing board of such Person; and the Board will approve such request if the Board determines, in the exercise one of its sole discretion, that such employment does not have the potential to provide such Person Affiliates or has had access to Confidential Information or otherwise provide which would assist in the Executive’s solicitation of such Person an unfair competitive advantagePerson. In order to be eligible for such consideration, the Executive must provide promptly Notwithstanding anything in this Section 10(b) to the Board all information requested by it pursuant to Section 10 hereof. (b) The contrary, Executive agrees that, during Executive's employment may solicit customers and prospective customers for purposes of providing or selling products or services that that do not compete with the Company, Executive 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 conflict of interest or otherwise interfere with Executive's duties and obligations to the Company or any of its Affiliates. Further, the Executive agrees that, during Executive's employment and thereafter, Executive will comply with the policies of the Company and directives of the Board with respect to conflicts of interest, publicity and disparagement of the Company, its business and its management, as in effect from time to timeBusiness. (c) The Executive acknowledges During the interest of the Company and its Affiliates in maintaining a stable work force and agrees that, during the Non-Competition Restricted Period, the Executive will not, and will not assist any other person to, (i) hire or attempt to hire solicit for hiring any employee of the Company or any of its Affiliates, assist in such hiring by Affiliates or seek to persuade any Person or encourage any such employee to terminate his or her relationship with of the Company or any of its Affiliates to discontinue employment or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish those services or its relationship with them. For the Company purposes of this Agreement, an “employee” or any of its Affiliates. (d) Further, freely and knowingly acknowledging and agreeing that the Company and its Affiliates have a near permanent relationship with their customers, the Executive agrees that, during the Non-Competition Period, Executive will not directly or indirectly solicit or encourage any customer an “independent contractor” of the Company or any of its Affiliates to terminate or diminish its relationship with them, or to conduct with is any Person who was such at any business or activity which such customer conducts or could conduct with time within the Company or any of its Affiliatespreceding two (2) years.