Common use of Restriction on Competition Clause in Contracts

Restriction on Competition. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Severance Period, it would be very difficult for the Executive not to rely on or use the Company’s and its Affiliates’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Period of Employment and for a period of time after the Severance Date equal to the Severance Period, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or at any time during the Severance Period competes, with the Company or any of its Affiliates in any of its or their material businesses, including, without limitation, the research, development, identification or marketing of targeted regional cancer or infectious disease drug delivery systems. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that (a) the value of the consideration received directly or indirectly by her pursuant to the Stock Purchase Agreement is substantial and that preservation of the goodwill associated with the Company is a part of the consideration which the Investors are receiving in the Stock Purchase Agreement and (b) if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Severance Restricted Period, it would be very difficult impossible for the Executive not to disclose, rely on on, or use the Company’s and its Affiliates’ trade secrets Trade Secrets and confidential informationConfidential Information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure of and/or use of, the Company’s and its Affiliates’ trade secrets Trade Secrets and confidential informationConfidential Information, and to protect such trade secrets and confidential information and the Company’s and its Affiliates’ legitimate business interests, relationships and goodwill with customersgoodwill, during the Period of Employment and for a period of time after during the Severance Date equal to the Severance Restricted Period, the Executive should not be permitted, will not not, and should be enjoined (if necessary) from directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing BusinessBusiness (as defined below). For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date Canada (the “Restricted Area”) that at any time during the Period of Employment has competedEmployment, or at any and time during the Severance Restricted Period competesengages in the business of operating retail stores for the sale of women’s apparel, with jewelry, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that the Company or any intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonable. For purposes of its Affiliates in any of its or their material businesses, including, without limitationthis Agreement, the research“Restricted Period” shall refer to (i) the twenty-four month period after the Severance Date if the severance event is as a result of the Executive’s termination of employment by the Company without Cause or her resignation for Good Reason, developmentand (ii) the twelve month period after the Severance Date, identification if the severance event is as a result of any other reason (other than a termination of employment by the Company without Cause or marketing of targeted regional cancer or infectious disease drug delivery systemsa resignation for Good Reason). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Restriction on Competition. The Executive acknowledges and agrees that information, including the Confidential Information, the Executive has acquired and will acquire during the course of the Executive’s employment may enable the Executive to irreparably injure the Company if the Executive should engage in unfair competition. The purpose of the provisions of this Section 10(d) is to protect the Company from unfair loss of goodwill and to shield employees from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Therefore, in consideration of the receipt of the Confidential Information and the other compensation and benefits provided to the Executive and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive hereby agrees as follows: the Executive acknowledges that, in the course of his employment with the Company, its subsidiaries and/or their predecessors (the “Protected Companies”), he has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his services have been and will be of special, unique and extraordinary value to the Protected Companies. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the Severance Restricted Period, it would be very difficult for the Executive not to rely on or use the Company’s and its AffiliatesProtected Companies’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s and its AffiliatesProtected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s and its AffiliatesProtected Companies’ relationships and goodwill with customers, during the Period of Employment and for a period of time after the Severance Date equal to the Severance Restricted Period, the Executive will not directly or indirectly through any other Person person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, officer or licensor of technology or otherwiseintellectual property. For purposes of this Agreement, “Restricted Area” means anywhere in the United States and elsewhere in the world where the Protected Companies engage in business, including, without limitation, jurisdictions where any of the Protected Companies reasonably anticipate engaging in business, on the termination date (provided that as of the termination date, to the knowledge of the Executive, such area has been discussed as a market that the Protected Companies reasonably contemplate engaging in within the twelve (12) month period following the termination date). For purposes of this Agreement, “Competing Business” means a Person anywhere person or entity that is engaged in the continental United States designing, manufacturing, marketing, distributing or elsewhere in the world where selling Company Products. For purposes of this Agreement, “Company Products” means those categories of products designed, manufactured, marketed, distributed or sold by the Company or any of its Affiliates engage in businesssubsidiaries, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period those categories of Employment has competed, or at any time during the Severance Period competes, with products which the Company or any of its Affiliates in any subsidiaries has taken substantial steps to design, manufacture, market, distribute or sell. For purposes of its or their material businessesthis Agreement, including, without limitation, “Restricted Period” means the research, development, identification or marketing period of targeted regional cancer or infectious disease drug delivery systemsemployment through and including twelve (12) months after the termination date. Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2% %) of the outstanding stock of any class of a corporation that or other business entity which is publicly traded, so long as the Executive has no active participation in the business of such corporationPerson and does not have the right to elect or appoint a member to such Person’s board of directors or comparable governing body.

Restriction on Competition. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Severance Period, it would be very difficult for the Executive not to rely on or use the Company’s and its Affiliates’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Period of Employment and for a period of time after the Severance Date equal to the Severance Period, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or at any time during the Severance Period directly competes, with the Company or any of its Affiliates in any of its or their material businesses, including, without limitation, the research, development, identification or marketing of targeted endovascular regional (non-focal) cancer or infectious disease drug delivery systemsdevices. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Restriction on Competition. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates subsidiaries during the twenty-four (24) month period following the Severance PeriodDate, it would be very difficult for the Executive not to rely on or use the Company’s and its Affiliatessubsidiaries’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliatessubsidiaries’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s and its Affiliatessubsidiaries’ relationships and goodwill with customers, during the Period of Employment and for a period of time twenty-four (24) months after the Severance Date equal to the Severance PeriodDate, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or and elsewhere in the world where the Company or any of and its Affiliates subsidiaries engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or at any and time during the twenty-four (24) month period following the Severance Period Date competes, with the Company or any of its Affiliates subsidiaries in any business engaged in by the Company or any of its subsidiaries (or their material businesseswhich any of them had plans to in the future engage in, including, without limitation, which plans were known by or reasonably should have been known by the research, development, identification or marketing Executive) as of targeted regional cancer or infectious disease drug delivery systemsthe Severance Date. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Executive has no active participation in the business of such corporation. The Executive acknowledges that, in the course of his employment with the Company and/or its subsidiaries and their predecessors, he has become familiar, or will become familiar, with the Company’s and its subsidiaries’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its subsidiaries and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its subsidiaries. The Executive agrees that the foregoing covenants set forth in this Section 6.2 (the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its subsidiaries’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its subsidiaries currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6.2 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive. Without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6.2 would cause immediate and irreparable harm to the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6.2, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Section 6.2, or require the Executive to account for and pay over to the Company all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting a breach of this Section 6.2 if and when final judgment of a court of competent jurisdiction or arbitrator, as applicable, is so entered against the Executive. The Executive further agrees that the applicable period of time any Restrictive Covenant is in effect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6.2, such period of time shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant.

Restriction on Competition. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve (12) months following the Severance PeriodDate, it would be very difficult for the Executive not to rely on or use the Company’s and its Affiliates’ trade secrets and confidential informationConfidential Information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential informationConfidential Information, and to protect such trade secrets and confidential information Confidential Information and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Period of Employment and for a period of time twelve (12) months after the Severance Date equal to the Severance PeriodDate, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or and elsewhere in the world where the Company or any of and its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or at any time during the twelve (12) month period following the Severance Period Date competes, with the Company or any of its Affiliates in any of its or their material businesses, including, without limitation, the research, development, identification or marketing of targeted regional cancer or infectious disease drug delivery systemspassenger ship cruise ship industry (the “Business”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Restriction on Competition. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Severance PeriodAffiliates, it would be very difficult for the Executive not to rely on or use the Company’s and its Affiliates’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Period of Employment Term and for a period of time after the Severance Date equal to twelve (12) months (the Severance “Restricted Period, ”) the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment Term has competed, or at any time during the Severance Restricted Period competes, with the Company or any of its Affiliates in any of its or their material businesses; provided, includinghowever, without limitationthat the term Competing Business shall apply only to any business unit within a Person that is itself engaged in such business, if the research, development, identification or marketing of targeted regional cancer or infectious disease drug delivery systemsPerson is not otherwise a Competing Business. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Executive has no active participation in the business of such corporation. In addition, Executive agrees that he shall also be bound by the restrictions and requirements in the Form Agreements.

Restriction on Competition. The Executive acknowledges that, in the course of Executive’s employment with the Company and/or its Affiliates and their predecessors, she has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its Affiliates and their respective predecessors and that Executive’s services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve months following the Severance PeriodDate, it would be very difficult for the Executive not to rely on or use the Company’s and its Affiliates’ trade secrets and confidential informationConfidential Information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential informationConfidential Information, and to protect such trade secrets and confidential information Confidential Information and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Period of Employment and for a period of time twelve months after the Severance Date equal to the Severance PeriodDate, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or and elsewhere in the world where the Company or any of and its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during Initial Initial the Period of Employment has competed, or at any time during the twelve month period following the Severance Period Date competes, with the Company or any of its Affiliates in any the provision of its or their material businessestravel services, including, without limitation, travel services related to the research, development, identification or marketing of targeted regional cancer or infectious disease drug delivery systemscruise ship industry (the “Business”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Restriction on Competition. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates subsidiaries during the twenty-four (24) month period following the Severance PeriodDate, it would be very difficult for the Executive not to rely on or use the Company’s 's and its Affiliates’ subsidiaries' trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s 's and its Affiliates’ subsidiaries' trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s 's and its Affiliates’ subsidiaries' relationships and goodwill with customers, during the Period of Employment and for a period of time twenty-four (24) months after the Severance Date equal to the Severance PeriodDate, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or and elsewhere in the world where the Company or any of and its Affiliates subsidiaries engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or at any and time during the twenty-four (24) month period following the Severance Period Date competes, with the Company or any of its Affiliates subsidiaries in any business engaged in by the Company or any of its subsidiaries (or their material businesseswhich any of them had plans to in the future engage in, including, without limitation, which plans were known by or reasonably should have been known by the research, development, identification or marketing Executive) as of targeted regional cancer or infectious disease drug delivery systemsthe Severance Date. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Executive has no active participation in the business of such corporation. The Executive acknowledges that, in the course of his employment with the Company and/or its subsidiaries and their predecessors, he has become familiar, or will become familiar, with the Company's and its subsidiaries' and their predecessors' trade secrets and with other confidential and proprietary information concerning the Company, its subsidiaries and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its subsidiaries. The Executive agrees that the foregoing covenants set forth in this Section6.2 (the “Restrictive Covenants”) are reasonable and necessary to protect the Company's and its subsidiaries' trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive's agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its subsidiaries currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6.2 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive. Without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6.2 would cause immediate and irreparable harm to the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6.2, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Section 6.2, or require the Executive to account for and pay over to the Company all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting a breach of this Section 6.2 if and when final judgment of a court of competent jurisdiction or arbitrator, as applicable, is so entered against the Executive. The Executive further agrees that the applicable period of time any Restrictive Covenant is in effect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6.2, such period of time shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant.

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that (a) the value of the consideration received directly or indirectly by him pursuant to the Stock Purchase Agreement is substantial and that preservation of the goodwill associated with the Company is a part of the consideration which the Investors are receiving in the Stock Purchase Agreement and (b) if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Severance Restricted Period, it would be very difficult impossible for the Executive not to disclose, rely on on, or use the Company’s and its Affiliates’ trade secrets Trade Secrets and confidential informationConfidential Information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure of disclosure, and/or use of, the Company’s and its Affiliates’ trade secrets Trade Secrets and confidential informationConfidential Information, and to protect such trade secrets and confidential information and the Company’s and its Affiliates’ legitimate business interests, relationships and goodwill with customersgoodwill, during the Period of Employment and for a period of time after during the Severance Date equal to the Severance Restricted Period, the Executive should not be permitted, will not not, and should be enjoined (if necessary) from directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing BusinessBusiness (as defined below). For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date Canada (the “Restricted Area”) that at any time during the Period of Employment has competedEmployment, or at any and time during the Severance Restricted Period competesengages in the business of operating retail stores for the sale of women’s apparel, with jewelry, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that the Company or any intends to engage in business throughout the Restricted Area, even if it does not currently do so, and therefore its scope is reasonable. For purposes of its Affiliates in any of its or their material businesses, including, without limitationthis Agreement, the research“Restricted Period” shall refer to (i) the twenty-four month period after the Severance Date if the severance event is as a result of the Executive’s termination of employment by the Company without Cause or his resignation for Good Reason, developmentand (ii) the twelve month period after the Severance Date, identification if the severance event is as a result of any other reason (other than a termination of employment by the Company without Cause or marketing of targeted regional cancer or infectious disease drug delivery systemsa resignation for Good Reason). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Restriction on Competition. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Severance Period, it would be very difficult for the Executive not to rely on or use the Company’s and its Affiliates’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Period of Employment and for a period of time after the Severance Date equal to the Severance Period, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or at any time during the Severance Period competes, with the Company or any of its Affiliates in any of its or their material businesses, including, without limitation, the research, development, identification or marketing of targeted regional cancer or infectious disease drug delivery systems. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Restriction on Competition. The Executive acknowledges that, in the course of Executive’s employment with the Company and/or its Affiliates , he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its Affiliates and their respective predecessors and that Executive’s services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve months following the Severance PeriodDate, it would be very difficult for the Executive not to rely on or use the Company’s and its Affiliates’ trade secrets and confidential informationConfidential Information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential informationConfidential Information, and to protect such trade secrets and confidential information Confidential Information and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Period of Employment and for a period of time twelve months after the Severance Date equal to the Severance PeriodDate, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or and elsewhere in the world where the Company or any of and its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or at any time during the twelve month period following the Severance Period Date competes, with the Company or any of its Affiliates in any the provision of its or their material businessestravel services, including, without limitation, travel services related to the research, development, identification or marketing of targeted regional cancer or infectious disease drug delivery systemscruise ship industry (the “Business”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Restriction on Competition. The Executive a. Participant acknowledges that, in the course of his or her service with Athene, its Subsidiaries, the Asset Management Company and/or their predecessors (the “Protected Companies”), he or she has become familiar, or will become familiar, with the Protected Companies’ trade secrets and with other confidential and proprietary information concerning the Protected Companies and that his or her services have been and will be of special, unique and extraordinary value to the Protected Companies. Participant agrees that if the Executive Participant were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates Protected Companies during the Severance Restricted Period, it would be very difficult for the Executive Participant not to rely on or use the Company’s and its AffiliatesProtected Companies’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s and its AffiliatesProtected Companies’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s and its AffiliatesProtected Companies’ relationships and goodwill with customers, during the Period of Employment and for a period of time after the Severance Date equal to the Severance Restricted Period, the Executive Participant will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Restrictive Covenants Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, officer or licensor of technology or otherwisetechnology. For purposes of this Restrictive Covenants Agreement, “Competing Business” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or at any time during the Severance Period competes, with the Company or any of its Affiliates in any of its or their material businesses, including, without limitation, the research, development, identification or marketing of targeted regional cancer or infectious disease drug delivery systems. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Restriction on Competition. The Executive affirmatively represents, acknowledges and agrees that (a) the value of the consideration received directly or indirectly by him pursuant to the Stock Purchase Agreement is substantial and that preservation of the goodwill associated with the Company is a part of the consideration which the Investors are receiving in the Stock Purchase Agreement and (b) if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Severance Restricted Period, it would be very difficult impossible for the Executive not to disclose, rely on on, or use the Company’s and its Affiliates’ trade secrets Trade Secrets and confidential informationConfidential Information. Thus, the Executive further affirmatively represents, acknowledges and agrees that to protect, and avoid the inevitable disclosure of and/or use of, the Company’s and its Affiliates’ trade secrets Trade Secrets and confidential informationConfidential Information, and to protect such trade secrets and confidential information and the Company’s and its Affiliates’ legitimate business interests, relationships and goodwill with customersgoodwill, during the Period of Employment and for a period of time after during the Severance Date equal to the Severance Restricted Period, the Executive should not be permitted, will not not, and should be enjoined (if necessary) from directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing BusinessBusiness (as defined below). For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date Canada (the “Restricted Area”) that at any time during the Period of Employment has competedEmployment, or at any and time during the Severance Restricted Period competes, with the Company or any of its Affiliates in any of its or their material businesses, including, without limitation, the research, development, identification or marketing of targeted regional cancer or infectious disease drug delivery systems. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Executive has no active participation engages in the business of such corporation.operating retail stores for the sale of women’s apparel, jewelry, accessories, gifts, greeting cards, picture frames and related items. The parties hereto agree that the Company intends to engage in business throughout the Restricted Area,

Restriction on Competition. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other Confidential Information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the twelve months following the Severance PeriodDate, it would be very difficult for the Executive not to rely on or use the Company’s and its Affiliates’ trade secrets and confidential informationConfidential Information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential informationConfidential Information, and to protect such trade secrets and confidential information Confidential Information and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Period of Employment and for a period of time twelve months after the Severance Date equal to the Severance PeriodDate, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or and elsewhere in the world where the Company or any of and its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or at any time during the twelve month period following the Severance Period Date competes, with the Company or any of its Affiliates in any the provision of its or their material businessestravel services, including, without limitation, travel services related to the research, development, identification or marketing of targeted regional cancer or infectious disease drug delivery systemscruise ship industry (the “Business”). Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that which is publicly traded, so long as the Executive has no active participation in the business of such corporation.

Restriction on Competition. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its Affiliates during the Severance Period, it would be very difficult for the Executive not to rely on or use the Company’s and its Affiliates’ trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s and its Affiliates’ relationships and goodwill with customers, during the Period of Employment and for a period of time after the Severance Date equal to the Severance Period, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, executive, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States or elsewhere in the world where the Company or any of its Affiliates engage in business, or reasonably and demonstrably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or at any time during the Severance Period competes, with the Company or any of its Affiliates in any of its or their material businesses, including, without limitation, the researchsale, developmentdistribution, identification or marketing manufacture of targeted regional medical devices used for the treatment of cancer or infectious disease drug delivery systemsand/or peripheral vascular disease; provided however that the term Competing Business shall apply only to any business unit within a Person that is itself engaged in such business. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as the Executive has no active participation in the business of such corporation.