Common use of Restrictions on Competitive Employment Clause in Contracts

Restrictions on Competitive Employment. (a) During the Restricted Period, Executive shall not, anywhere in the United States, directly or indirectly, without the prior written approval of the Company, own an interest in or, as principal, agent, employee, consultant or otherwise, engage in activities for or render services to, any firm or business (i) engaged in direct competition with the Company or any of its Affiliates, (ii) conducting a business of the type and character engaged in by the Company or any of its Affiliates at the time of termination, (iii) developing products or services competitive with those of the Company or any of its Affiliates or (iv) conducting any business in which the Company or any of its Affiliates is then engaged if Executive has engaged in activities for such business of the Company or such Affiliates or obtained Proprietary Information with respect thereto (all of the businesses in clauses (i), (ii), (iii) and (iv) collectively, "Competitive Business"). Notwithstanding the foregoing, (A) Executive may have an interest consisting of publicly traded securities constituting less than 5 percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as he is not employed by and does not consult with, or become a director of or otherwise engage in any activities for, such company and (B) in determining whether business is a Competitive Business, only the activities engaged in by the Company at the time of termination of Executive's employment shall be considered. (b) For purposes of the covenant not to compete set forth in paragraph (a) above, Executive acknowledges that the Company and its Affiliates presently conduct their businesses throughout the United States. Executive agrees that the Restricted Period and the geographical areas encompassed by such covenant are necessary and reasonable in order to protect the Company and its Affiliates in the conduct of their businesses. The parties intend that the foregoing covenant of Executive shall be construed as a series of separate covenants, one for each geographic area specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth in paragraph (a) above. To the extent that the foregoing covenant or any provision of this Section 6.3 shall be deemed illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect to (i) any geographic area, (ii) any part of the time period covered by such covenant, (iii) any activity or capacity covered by such covenant or (iv) any other term or provision of such covenant, such determination shall not affect such covenant with respect to any other geographic area, time period, activity or other term or provision covered by or included in such covenant.

Restrictions on Competitive Employment. (a) During the -------------------------------------- Restricted Period, Executive shall not, anywhere in the United States, directly or indirectly, without the prior written approval of the Company, directly or indirectly, own an interest in or, as principal, agent, employee, consultant or otherwise, engage in activities for or render services to, any firm or business (i) engaged in direct competition with the Company or any of its Affiliates, (ii) conducting a business of the type and character engaged in by (or contemplated by the business plan of) the Company or any of its Affiliates at the time of termination, (iii) developing products or services competitive with those of the Company or any of its Affiliates or (iv) conducting any business in which the Company or any of its Affiliates is then engaged if Executive has engaged in activities for such business of the Company or such Affiliates or obtained Proprietary Information with respect thereto (all of the businesses in clauses (i), (ii), (iii) and (iv) collectively, "Competitive Business"), in any area within the United States where the Company or such Affiliate carries on or is contemplating carrying on such business. Notwithstanding the foregoing, (A) Executive may have an interest consisting of publicly traded securities constituting less than 5 2 percent of any class of publicly public traded securities in any public company engaged in a Competitive Business (a "Competing Company") so long as he is not employed by and does not consult with, or become a director of or otherwise engage in any activities for, such company and (B) in determining whether business is a Competitive Business, only the activities engaged in by the Company at the time of termination of Executive's employment shall be consideredCompeting Company. (b) For purposes of the covenant not to compete set forth in paragraph (a) above, Executive acknowledges that the Company and its Affiliates presently conduct their businesses throughout the United States. Executive agrees that the Restricted Period and the geographical areas encompassed by such covenant are necessary and reasonable in order to protect the Company and its Affiliates in the conduct of their businesses. The parties intend that the foregoing covenant of Executive shall be construed as a series of separate covenants, one for each geographic area specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth in paragraph (a) above. To the extent that the foregoing covenant or any provision of this Section 6.3 shall be deemed illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect to (i) any geographic area, (ii) any part of the time period covered by such covenant, (iii) any activity or capacity covered by such covenant or (iv) any other term or provision of such covenant, such determination shall not affect such covenant with respect to any other geographic area, time period, activity or other term or provision covered by or included in such covenant.

Restrictions on Competitive Employment. (a) During the Restricted Period, Executive shall not, anywhere in the United States, directly or indirectly, without the prior written approval of the Company, own an interest in or, as principal, agent, employee, consultant or otherwise, engage in activities for or render services to, any firm or business (i) engaged in direct competition with the Company or any of its Affiliates, (ii) conducting a business of the type and character engaged in by the Company or any of its Affiliates at the time of termination, (iii) developing products or services competitive with those of the Company or any of its Affiliates or (iv) conducting any business in which the Company or any of its Affiliates is then engaged if Executive has engaged in activities for such business of the Company or such Affiliates or obtained Proprietary Information with respect thereto (all of the businesses in clauses (i), (ii), (iii) and (iv) collectively, "“Competitive Business"”). Notwithstanding the foregoing, (A) Executive may have an interest consisting of publicly traded securities constituting less than 5 percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as he is not employed by and does not consult with, or become a director of or otherwise engage in any activities for, such company and (B) in determining whether business is a Competitive Business, only the activities engaged in by the Company at the time of termination of Executive's ’s employment shall be considered. (b) For purposes of the covenant not to compete set forth in paragraph (a) above, Executive acknowledges that the Company and its Affiliates presently conduct their businesses throughout the United States. Executive agrees that the Restricted Period and the geographical areas encompassed by such covenant are necessary and reasonable in order to protect the Company and its Affiliates in the conduct of their businesses. The parties intend that the foregoing covenant of Executive shall be construed as a series of separate covenants, one for each geographic area specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth in paragraph (a) above. To the extent that the foregoing covenant or any provision of this Section 6.3 shall be deemed illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect to (i) any geographic area, (ii) any part of the time period covered by such covenant, (iii) any activity or capacity covered by such covenant or (iv) any other term or provision of such covenant, such determination shall not affect such covenant with respect to any other geographic area, time period, activity or other term or provision covered by or included in such covenant.

Restrictions on Competitive Employment. (a) During the Restricted Period, Executive shall not, anywhere in the United States, directly or indirectly, without the prior written approval of the Company, own an interest in or, as principal, agent, employee, consultant or otherwise, engage in activities for or render services to, any firm or business (i) engaged in direct competition with the Company Company, CareInsite or any of its their Affiliates, (ii) conducting a business of the type and character engaged in by (or contemplated by the Company Business Plan of) the Company, CareInsite or any of its their Affiliates at the time of termination, or (iii) developing products or services competitive with those of the Company Company, CareInsite or any of its their Affiliates or (iv) conducting any business in which the Company or any of its Affiliates is then engaged if Executive has engaged in activities for such business of the Company or such Affiliates or obtained Proprietary Information with respect thereto (all of the businesses in clauses (i), (ii), (iii) and (iviii) collectively, "Competitive Business"). Notwithstanding the foregoing, (A) Executive may have an interest consisting of publicly traded securities constituting less than 5 1 percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as he is not employed by and does not consult with, or become a director of or otherwise engage in any activities for, such company and (B) in determining whether business is a Competitive Business, only the activities engaged in by the Company at the time of termination of Executive's employment shall be consideredcompany. (b) For purposes of the covenant not to compete set forth in paragraph (a) above, Executive acknowledges that the Company Company, CareInsite and its their Affiliates presently conduct their businesses throughout the United States. Executive agrees that the Restricted Period and the geographical areas encompassed by such covenant are necessary and reasonable in order to protect the Company Company, CareInsite and its their Affiliates in the conduct of their businesses. The parties intend that the foregoing covenant of Executive shall be construed as a series of separate covenants, one for each geographic area specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth in paragraph (a) above. To the extent that the foregoing covenant or any provision of this Section 6.3 1.5 shall be deemed illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect to (i) any geographic area, (ii) any part of the time period covered by such covenant, (iii) any activity or capacity covered by such covenant or (iv) any other term or provision of such covenant, such determination shall not affect such covenant with respect to any other geographic area, time period, activity or other term or provision covered by or included in such covenant.

Restrictions on Competitive Employment. (a) During the period ------------------------------------------- beginning on the Effective Time and ending on the first anniversary of the date of cessation of the consulting engagement of the Consultant for any reason whatsoever (the "Restricted Period"), Executive the Consultant shall notnot (as principal, ----------------- agent, employee, investor, consultant or otherwise), anywhere in the United Statesworldwide, directly or indirectly, without the prior written approval of the Company, own an interest in or, as principal, agent, employee, consultant or otherwise, engage in activities for for, or render services to, to any firm or business (i) engaged in direct or indirect competition with the Company or any of its AffiliatesCompany, (ii) conducting a business of the type and character engaged in by the Company (or any of its Affiliates contemplated by the Company's business plan at the time of terminationthe cessation of the consulting engagement of Consultant), (iii) developing products or services competitive with those of the Company or any of its Affiliates or (iv) conducting any other business in which the Company or any of its Affiliates is then engaged if Executive the Consultant has engaged in activities for such business of the Company or such Affiliates or obtained Proprietary Information with respect thereto (all of the businesses activities in clauses (i), (ii), (iii) and (iv) collectively, the "Competitive Business"). -------------------- Notwithstanding the foregoing, (A) Executive the Consultant may have an interest consisting of publicly traded securities constituting less than 5 1 percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as he is not employed by and does not consult with, or become a director of or otherwise engage in any activities for, such company and company. Notwithstanding anything contained in this Section 4, the Consultant agrees that the Consultant shall not, at any time during the Restricted Period, deliberately take any action that (Ba) in determining whether business is a Competitive Business, only the activities engaged in by would interfere with any contractual or customer relationships of the Company at or its Affiliates, or any relationship with the time of termination of Executive's employment shall be considered. employees of, or vendors or contractors to, the Company or its Affiliates, (b) For purposes would result in a diminution of business to the Company or its Affiliates or (c) is otherwise detrimental to the best interests of the covenant not to compete set forth in paragraph (a) above, Executive acknowledges that the Company and or its Affiliates presently conduct their businesses throughout the United States. Executive agrees that the Restricted Period and the geographical areas encompassed by such covenant are necessary and reasonable in order to protect the Company and its Affiliates in the conduct of their businesses. The parties intend that the foregoing covenant of Executive shall be construed as a series of separate covenants, one for each geographic area specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth in paragraph (a) above. To the extent that the foregoing covenant or any provision of this Section 6.3 shall be deemed illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect to (i) any geographic area, (ii) any part of the time period covered by such covenant, (iii) any activity or capacity covered by such covenant or (iv) any other term or provision of such covenant, such determination shall not affect such covenant with respect to any other geographic area, time period, activity or other term or provision covered by or included in such covenantAffiliates.

Restrictions on Competitive Employment. (a) During the period beginning on the Effective Time and ending one year after the cessation of the consulting engagement of Consultant for any reason (the "Restricted Period"), Executive Consultant shall notnot (as principal, agent, employee, consultant or otherwise), anywhere in the United Statesworldwide, directly or indirectly, without the prior written approval of the Company, own an interest in or, as principal, agent, employee, consultant or otherwiseParent, engage in activities for for, or render services toto (including, without limitation, computer programming, data entry, sales or product development), any firm or business (i) materially engaged in direct or indirect competition with the Company Company, the Parent and its Affiliates in the business of (x) repair and overhaul of aircraft and aeroderivative gas turbine engines, components, accessories and structural flight control services or any (y) sale and distribution of aircraft and aeroderivative gas turbine engines, components, assemblies, modules and units of Aircraft Engine Services Business whether or not in the geographic areas in which such lines of business are currently conducted by the Company, the Parent, or its AffiliatesAffiliates (the "Core Aircraft Engine Services Business"), (ii) conducting a business of the type and character materially engaged in by the Company or any of its Affiliates at the time of termination, (iii) developing products or services competitive with those of the Company or any of its Affiliates or (iv) conducting any business in which the Company or any of its Affiliates is then engaged if Executive has engaged in activities for such business of the Company or such Affiliates or obtained Proprietary Information with respect thereto Core Aircraft Engine Services Business (all of the businesses in clauses (i), (ii), (iii) and (ivii) collectively, the "Competitive Business"). Notwithstanding the foregoing, (Ax) Executive Consultant may have an interest consisting of publicly traded securities constituting less than 5 5% percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as he is not employed by and does not consult with, or become a director of or otherwise engage in any activities for, such company company, and (By) in determining whether Consultant may continue to operate World Air Leases, it being understood and agreed that the business is of World Air Leases shall not be considered a Competitive Business hereunder to the extent that it continues to engage in the kinds of activities in which it is engaged as of the date hereof Notwithstanding anything contained in this Section 5, Consultant agrees that Consultant shall not, at any time during the Restricted Period, deliberately take any action which (I) would interfere with any contractual or customer relationships of Parent or its Affiliates in respect of the Aircraft Engine Services Business, only or any relationship with the activities engaged employees of, or vendors or contractors to, Parent or its Affiliates in by respect of the Company at Aircraft Engine Services Business, or (II) would result in a material diminution of business to Parent or its Affiliates in respect of the time of termination of Executive's employment shall be consideredCore Aircraft Engine Services Business. (b) For purposes of the covenant not to compete set forth in paragraph (a) above, Executive acknowledges that the Company and its Affiliates presently conduct their businesses throughout the United States. Executive agrees that During the Restricted Period and (or, if shorter, until the geographical areas encompassed by such covenant are necessary and reasonable fifth anniversary of the Effective Time), Consultant shall not pursue, assist, or become otherwise involved in order to protect the Company and its Affiliates in the conduct of their businesses. The parties intend that the foregoing covenant of Executive shall be construed as a series of separate covenants, one for each geographic area specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth in paragraph (a) above. To the extent that the foregoing covenant any capacity with any transaction or any provision of this Section 6.3 shall be deemed illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect proposed transaction relating to (ix) any geographic areathe repair and overhaul of aircraft and aeroderivative gas turbine engines, (ii) any part of the time period covered by such covenantcomponents, (iii) any activity or capacity covered by such covenant accessories and structural flight control services or (ivy) any other term the sale and distribution of aircraft and aeroderivative gas turbine engines, components, assemblies, modules and units which Consultant participated in or provision was first advised of in connection with the performance of his services as Consultant under this Agreement unless Consultant first apprises Parent of such covenant, transaction and Parent declines to pursue such determination shall not affect such covenant with respect to any other geographic area, time period, activity or other term or provision covered by or included in such covenanttransaction.

Restrictions on Competitive Employment. (a) During the -------------------------------------- Restricted Period, Executive shall not, anywhere in the United States, directly or indirectly, without the prior written approval of the Company, own an interest in or, as principal, agent, employee, consultant or otherwise, engage in activities for or render services to, any firm or business (i) engaged in direct competition with the Company or any of its Affiliates, (ii) conducting a business of the type and character engaged in by (or contemplated by the Business Plan of) the Company or any of its Affiliates at the time of termination, (iii) developing products or services competitive with those of the Company or any of its Affiliates or (iv) conducting any business in which the Company or any of its Affiliates is then engaged if Executive has engaged in activities for such business of the Company or such Affiliates or obtained Proprietary Information with respect thereto (all of the businesses in clauses (i), (ii), (iii) and (iv) collectively, "Competitive Business"). -------------------- Notwithstanding the foregoing, (A) Executive may have an interest consisting of publicly traded securities constituting less than 5 1 percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as he is not employed by and does not consult with, or become a director of or otherwise engage in any activities for, such company and (B) in determining whether business is a Competitive Business, only the activities engaged in by the Company at the time of termination of Executive's employment shall be consideredcompany. (b) For purposes of the covenant not to compete set forth in paragraph (a) above, Executive acknowledges that the Company and its Affiliates presently conduct their businesses throughout the United States. Executive agrees that the Restricted Period and the geographical areas encompassed by such covenant are necessary and reasonable in order to protect the Company and its Affiliates in the conduct of their businesses. The parties intend that the foregoing covenant of Executive shall be construed as a series of separate covenants, one for each geographic area specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth in paragraph (a) above. To the extent that the foregoing covenant or any provision of this Section 6.3 1.5 shall be deemed illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect to (i) any geographic area, (ii) any part of the time period covered by such covenant, (iii) any activity or capacity covered by such covenant or (iv) any other term or provision of such covenant, such determination shall not affect such covenant with respect to any other geographic area, time period, activity or other term or provision covered by or included in such covenant.

Restrictions on Competitive Employment. (a) During the -------------------------------------- Restricted Period, Executive shall not, anywhere in the United States, directly or indirectly, without the prior written approval of the Company, own an interest in or, as principal, agent, employee, consultant or otherwise, engage in activities for or render services to, any firm or business (i) engaged in direct or indirect competition with the Company or any of its Affiliates, (ii) conducting a business of the type and character engaged in by the Company or any of its Affiliates at the time of termination, (iii) developing products or services competitive with those of the Company or any of its Affiliates or (iviii) conducting any business in which the Company or any of its Affiliates is then engaged if Executive has engaged in activities for such business of the Company or such Affiliates or obtained Proprietary Information with respect thereto (all of the businesses in clauses (i), (ii), (iii) and (iviii) collectively, "Competitive Business"); provided, however, that in the -------------------- event that this Agreement is assigned by the Company to an unrelated third party pursuant to Section 7.4, the definition of "Competitive Business" for purposes of this Section 1.5 shall not include any products or services of such third party that are unrelated to the products or services produced or provided by the Company or the Affiliates immediately prior to the date of such assignment, except to the extent Executive becomes directly or indirectly involved in the production or provision of such third party products or services or obtains Proprietary Information with respect thereto. Notwithstanding the foregoing, (A) Executive may have an interest consisting of publicly traded securities constituting less than 5 1 percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as he is not employed by and does not consult with, or become a director of or otherwise engage in any activities for, such company and (B) in determining whether business is a Competitive Business, only the activities engaged in by the Company at the time of termination of Executive's employment shall be consideredcompany. (b) For purposes of the covenant not to compete set forth in paragraph (a) above, Executive acknowledges that the Company and its Affiliates presently conduct their businesses throughout the United States. Executive agrees that the Restricted Period and the geographical areas encompassed by such covenant are necessary and reasonable in order to protect the Company and its Affiliates in the conduct of their businesses. The parties intend that the foregoing covenant of Executive shall be construed as a series of separate covenants, one for each geographic area specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth in paragraph (a) above. To the extent that the foregoing covenant or any provision of this Section 6.3 1.5 shall be deemed illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect to (i) any geographic area, (ii) any part of the time period covered by such covenant, (iii) any activity or capacity covered by such covenant or (iv) any other term or provision of such covenant, such determination shall not affect such covenant with respect to any other geographic area, time period, activity or other term or provision covered by or included in such covenant.

Restrictions on Competitive Employment. (a) During the Restricted Periodperiod beginning on the Closing Date and ending on the second anniversary (first anniversary in the case of a termination by the Company without Cause or a termination by the Company pursuant to Section 4.1 below) of the date of cessation of the employment of Executive for any reason whatsoever, Executive shall notnot (as principal, agent, employee, consultant or otherwise), anywhere in the United States, Canada or Europe, directly or indirectly, without the prior written approval of the Company, own an interest in or, as principal, agent, employee, consultant or otherwise, engage in activities for for, or render services toto (including, without limitation, computer programming, data entry, sales or product development), any firm or business (i) engaged in direct or indirect competition with the Company or any of its AffiliatesCareAgents, (ii) conducting a business of the type and character engaged in by CareAgents (or contemplated by the Company Company's or any of its Affiliates at the time of terminationCareAgents's business plan), (iii) developing products or services competitive with those of the Company or any of its Affiliates CareAgents or (iv) conducting any other business in which the Company or any of its Affiliates is then engaged if Executive has engaged in activities for such business of the Company or such Affiliates or obtained Proprietary Information with respect thereto (all of the businesses in clauses (i), (ii), (iii) and (iv) collectively, "Competitive Business"). Notwithstanding the foregoing, (A) Executive may have an interest consisting of publicly traded securities constituting less than 5 1 percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as he is not employed by and does not consult with, or become a director of or otherwise engage in any activities for, such company company. Notwithstanding anything contained in this Section 1, Executive agrees that Executive shall not, at any time during the period beginning on the Closing Date and ending on the second anniversary of the date of cessation of the Employment Period for any reason whatsoever, deliberately take any action which (Ba) in determining whether business is a Competitive Business, only the activities engaged in by would interfere with any contractual or customer relationships of the Company at or its Affiliates, or any relationship with the time of termination of Executive's employment shall be considered. employees of, or vendors or contractors to, the Company or its Affiliates, (b) For purposes would result in a diminution of business to the Company or its Affiliates or (c) is otherwise detrimental to the best interests of the covenant not to compete set forth in paragraph (a) above, Executive acknowledges that the Company and or its Affiliates presently conduct their businesses throughout the United States. Executive agrees that the Restricted Period and the geographical areas encompassed by such covenant are necessary and reasonable in order to protect the Company and its Affiliates in the conduct of their businesses. The parties intend that the foregoing covenant of Executive shall be construed as a series of separate covenants, one for each geographic area specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth in paragraph (a) above. To the extent that the foregoing covenant or any provision of this Section 6.3 shall be deemed illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect to (i) any geographic area, (ii) any part of the time period covered by such covenant, (iii) any activity or capacity covered by such covenant or (iv) any other term or provision of such covenant, such determination shall not affect such covenant with respect to any other geographic area, time period, activity or other term or provision covered by or included in such covenantAffiliates.

Restrictions on Competitive Employment. (a) During the Restricted Period, Executive shall not, anywhere in the United States, directly or indirectly, without the prior written approval of the Company, own an interest in or, as principal, agent, employee, consultant or otherwise, engage in activities for or render services to, any firm or business (i) engaged in direct competition with the Company Company, CareInsite or any of its their Affiliates, (ii) conducting a business of the type and character engaged in by (or contemplated by the Company Business Plan of) the Company, CareInsite or any of its their Affiliates at the time of termination, or (iii) developing products or services competitive with those of the Company Company, CareInsite or any of its their Affiliates or (iv) conducting any business in which the Company or any of its Affiliates is then engaged if Executive has engaged in activities for such business of the Company or such Affiliates or obtained Proprietary Information with respect thereto (all of the businesses in clauses (i), (ii), (iii) and (iviii) collectively, "Competitive Business"). Notwithstanding the foregoing, (A) Executive may have an interest consisting of publicly traded securities constituting less than 5 1 percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as he is not employed by and does not consult with, or become a director of or otherwise engage in any activities for, such company and (B) in determining whether business is a Competitive Business, only the activities engaged in by the Company at the time of termination of Executive's employment shall be consideredcompany. (b) For purposes of the covenant not to compete set forth in paragraph (a) above, Executive acknowledges that the Company Company, CareInsite and its their Affiliates presently conduct their businesses throughout the United States. Executive agrees that the Restricted Period and the geographical areas encompassed by such covenant are necessary and reasonable in order to protect the Company Company, CareInsite and its their Affiliates in the conduct of their businesses. The parties intend that the foregoing covenant of Executive shall be construed as a series of separate covenants, one for each geographic area specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth in paragraph (a) above. To the extent that the foregoing covenant or any provision of this Section 6.3 1.5 shall be deemed illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect to (i) any geographic area, (ii) any part of the time period covered by such covenant, (iii) any activity or capacity covered by such covenant or (iv) any other term or provision of such covenant, such determination shall not affect such covenant with respect to any other geographic area, time period, activity or other term or provision covered by or included in such covenant.any

Restrictions on Competitive Employment. (a) During the Restricted Period, Executive shall notnot (as principal, agent, employee, consultant or otherwise), anywhere in the United States, directly or indirectly, without the prior written approval of the Company, own an interest in or, as principal, agent, employee, consultant or otherwise, engage in activities for or render services to, any firm or business (i) engaged engage in direct or indirect competition with the Company or any of its AffiliatesCompany, (ii) conducting conduct a business of the type and character engaged in by the Company (or any of its Affiliates at contemplated by the time of terminationBusiness Plan), or (iii) developing develop products or services competitive with those of the Company or any of its Affiliates or (iv) conducting any business in which the Company or any of its Affiliates is then engaged if Executive has engaged in activities for such business of the Company or such Affiliates or obtained Proprietary Information with respect thereto (all of the businesses in clauses (i), (ii), (iii) and (iv) collectively, "Competitive Business"). Notwithstanding the foregoing, (A) Executive may have an interest consisting of publicly traded securities constituting less than 5 percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as he is not employed by and does not consult with, or become a director of or otherwise engage in any activities for, such company and (B) in determining whether business is a Competitive Business, only the activities engaged in by the Company at the time of termination of Executive's employment shall be consideredcompany. (b) For purposes of the covenant not to compete set forth in paragraph (a) above, Executive acknowledges that the Company and its Affiliates presently conduct their businesses throughout the United States. Executive agrees that the Restricted Period and the geographical areas encompassed by such covenant are necessary and reasonable in order to protect the Company and its Affiliates in the conduct of their businesses. The parties intend that the foregoing covenant of Executive shall be construed as a series of separate covenants, one for each geographic area specified. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant set forth in paragraph (a) above. To the extent that the foregoing covenant or any provision of this Section 6.3 1.5 shall be deemed illegal or unenforceable by a court or other tribunal of competent jurisdiction with respect to (i) any geographic area, (ii) any part of the time period covered by such covenant, (iii) any activity or capacity covered by such covenant or (iv) any other term or provision of such covenant, such determination shall not affect such covenant with respect to any other geographic area, time period, activity or other term or provision covered by or included in such covenant.