Common use of Restrictive Covenant Clause in Contracts

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafterTerm, he will not (ai) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry business of hotel renovation, procurement of hotel furniture, fixtures and equipment, procurement and reordering of hotel operating supplies and equipment, the development of hotel properties or in any other business in which the Corporation is then engaged as of terminationin, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (bii) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunityCorporation, or (ciii) induce, influence influence, or seek to induce or influence influence, any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s 's holdings therein represent less than 21% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph Section 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that If any provision of this Paragraph Section 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunder, The Executive covenants and agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will shall not apply) thereafter, he will not (a) directly or indirectly ownindirectly, managewithin the marketing area of the Bank (defined as an area within fifty (50) miles of the registered office of the Bank), operateenter into or engage generally in direct or indirect competition with the Corporation or Bank or any subsidiary of the Corporation, join, control, participate in, invest ineither as an individual on his own or as a partner or joint venturer, or otherwise be connected withas a director, in any manner, whether as an officer, directorshareholder, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor contractor, lessor or otherwise creditor of or for any person, for a period of one year after the date of termination of his employment if the Executive's employment is terminated for any reason whatsoever except upon resignation by the Executive for "Good Reason" under paragraph 10(d) hereof (except that change of control shall not constitute Good Reason for this paragraph). The foregoing restriction shall not be construed to prohibit the ownership by Executive of not more than five percent (5%) of any class of securities of any corporation which is in competition with the Bank or Corporation, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seek to terminate his do any of the foregoing. The existence of any claim or her relationship with cause of action of the CorporationExecutive against the Corporation or Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation or Bank of this covenant. Nothing herein contained The Executive agrees that any breach of the restrictions set forth in paragraphs 8 and 9 will result in irreparable injury to the Corporation or Bank for which it shall have no adequate remedy at law and the Corporation or Bank shall be deemed entitled to prohibit Executive from (x) investing his funds injunctive relief in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that order to enforce the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisiblehereof. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, paragraph shall be deemed contrary to law or invalid or unenforceable in determined by any respect by a court of competent jurisdictionjurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, the remaining provisions it shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall as to that period of time or geographical area determined to be deemed, without further action on reasonable by the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceablecourt.

Restrictive Covenant. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the term of this Agreement and in the event of termination of this Agreement (i) by Executive otherwise than for Employer Breach (as hereinafter defined) or (ii) by the Corporation for Cause (as hereinafter defined), for a period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, after such termination he will not (a) directly or indirectly own, manage, operate, join, advise, control, participate in, invest in, finance, lend money to, guarantee the debts or obligations of or otherwise be connected with, in any manner, whether as an officer, director, employee, stockholder, partner, investor venturer, investor, agent, broker, lender, guarantor or otherwise, any business entity that is engaged in within or without the technology industry or United States of America in any other business in which that has products or provides services similar to those being developed or provided by the Corporation is engaged as during the term of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunitythis Agreement; (b) for himself or on behalf of any other person, partnership, corporation or entity, directly or indirectly or by action together with others call on any customer of the Corporation GST Companies for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, GST Companies; or (c) directly or indirectly induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, consultant, independent contractor or otherwise by the CorporationGST Companies, to terminate his or her relationship with the CorporationGST Companies or retain such person. Nothing contained herein contained shall be deemed to prohibit Executive from (x) investing his funds funds, solely on a passive basis, in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-the- counter market and Executive’s 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 8 are reasonable and necessary for the protection of the CorporationGST Companies and are essential to the willingness of the Corporation to employ Executive, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 98, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafterhereunder, he will not (ai) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry business of operating convenience stores, marketing and distributing petroleum products, or in providing environmental remediation services or any other business in which the Corporation is then engaged as of terminationduring such period, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (bii) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunityCorporation, or (ciii) induce, influence influence, or seek to induce or influence influence, any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 Section 11 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that If any provision of this Paragraph 9Section 11, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and and, in the event of termination of this Agreement (i) by Executive otherwise than for Employer Breach (as such term is defined herein) or (ii) by the Corporation for Cause (as such term is defined herein), for a further period ending on the earlier of two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafterafter such termination or February 28, 2000, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, connected (1) in all locations in which the Corporation is GST Companies, or any of them, are doing business, and (2) in all locations in respect of which the Corporation is GST Companies, or any of them, are actively planning for and/or pursuing a business opportunity; (b) for himself , whether or not the GST Companies, or any of them, theretofore have submitted any bids, provided that if such planning and/or pursuit relates to a business opportunity that is not a CAP, such planning and/or pursuit must have involved material efforts on behalf of any other person, partnership, corporation or entity, call on any customer the part of the Corporation for the purpose GST Companies, or any of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunitythem, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the CorporationGST Companies, or any of them, to terminate his or her relationship with the CorporationGST Companies, or any of them. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the CorporationGST. Executive acknowledges that the provisions of this Paragraph 9 11 are reasonable and necessary for the protection of the CorporationGST Companies, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 911, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment this agreement hereunder, Executive agrees that during the period of his employment this agreement hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the wireless software and hardware technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment retention hereunder, Executive Xxxxx agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereaftersuch retention, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, in or invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor partner or otherwiseinvestor, any business entity that is engaged in the technology industry design, development, construction or operation of alternate access or other telecommunications networks, in providing long distance or other telecommunications services or in any other business in which the Corporation is engaged as GST Companies, or any of termination, them, (1) in all locations in which the Corporation is GST Companies or any of them are doing business, and (2) in all locations in respect of which the Corporation is GST Companies or any of them are actively planning for and/or pursuing a business opportunity; (b) for himself , whether or not the GST Companies or any of them theretofore have submitted any bids, provided that if such planning and/or pursuit relates to a business opportunity that is not a CAP, such planning and/or pursuit must have involved material efforts on behalf of any other person, partnership, corporation or entity, call on any customer the part of the Corporation for the purpose GST Companies or any of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunitythem, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the CorporationGST Companies or any of them, to terminate his or her relationship with the CorporationGST Companies or any of them. Nothing herein contained shall be deemed to prohibit Executive Xxxxx from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s Xxxxx'x holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of GST or (z) representing as legal counsel firms or individuals engaged in any aspect of the Corporationtelecommunications industry. Executive Xxxxx acknowledges that the provisions of this Paragraph 9 10 are reasonable and necessary for the protection of the CorporationGST Companies, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 910, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafterhereunder, he will not (ai) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry business of operating convenience stores, marketing and distributing petroleum products, or in providing environmental remediation services or any other business in which the Corporation is then engaged as of terminationduring such period, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (bii) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunityCorporation, or (ciii) induce, influence influence, or seek to induce or influence influence, any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding. (a) The following business entities shall be excluded from the applicability of this paragraph: Express Oil Services, or (y) owning securitiesL. L. C. and Petroleum Consolidators, regardless of amount, of the Corporation. Inc. Executive acknowledges that the provisions of this Paragraph 9 Section 11 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that If any provision of this Paragraph 9Section 11, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the period of his employment hereunder and for two years Restricted Period (unless Executive is terminated without Cause in which case this covenant will not applyas hereinafter defined) thereafter, he she will not (ai) directly or indirectly own, manage, operate, join, advise, control, participate in, invest in, finance, lend money to, guarantee the debts or obligations of or otherwise be connected with, in any manner, whether as an officer, director, employee, stockholder, partner, investor venturer, investor, agent, broker, lender, guarantor or otherwise, any business entity that is engaged (a) in the technology industry design, development, construction or in any operation of alternate access or other business in which telecommunications networks within or without the Corporation is engaged as United States of termination, America (1) in all locations in which any of the Corporation is GST Companies are doing businessbusiness at the time of such termination, and (2) in all locations in respect of which any of the Corporation is GST Companies are actively planning for and/or pursuing a business opportunity; opportunity at the time of such termination, whether or not the Corporation theretofore has submitted any bids (the locations referred to in clauses (1) and (2) above being hereinafter referred to as the "Restricted Locations"), (b) in the business of providing long distance or other telecommunications services, including, without limitation, reseller services, in any Restricted Locations or (c) in any other business engaged in by any of the GST Companies in any Restricted Locations on the date of termination of Executive's employment; (ii) for himself herself or on behalf of any other person, partnership, corporation or entity, directly or indirectly or by action together with others call on any customer of the Corporation in the Restricted Locations for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, Corporation; or (ciii) directly or indirectly induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, consultant, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the CorporationCorporation or retain such person. Nothing contained herein contained shall be deemed to prohibit Executive from (x) investing his funds her funds, solely on a passive basis, in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding. For the purposes of this Paragraph 8, the term Restricted Period shall mean the period commencing on the date hereof and ending on the earlier of September 30, 1998 or the date of termination of Executive's employment hereunder; provided, however, that if Executive's employment hereunder is terminated prior to September 30, 1998 by the Corporation for Cause (as hereinafter defined) or by Executive otherwise than for Employer Breach, and (x) such termination occurs on or before March 31, 1998, then the Restricted Period shall end one year after such termination, or (y) owning securitiesif such termination occurs on or after April 1, regardless of amount1998, of then the CorporationRestricted Period shall end six months after such termination. Executive acknowledges that the provisions of this Paragraph 9 8 are reasonable and necessary for the protection of the CorporationCorporation and are essential to the willingness of the Corporation to employ Executive, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 98, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and and, in the event of termination of this Agreement (i) by Executive otherwise than for two years Employer Breach (unless Executive as such term is terminated without defined herein) or (ii) by the Corporation for Cause in which case this covenant will not apply) thereafter(as such term is defined herein), for a further period ending one year after such termination, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry design, development, construction or operation of alternate access or other telecommunications networks, in providing long distance or other telecommunications services or in any other business in which the Corporation is GST Companies, or any of them, are engaged as during such period (each, a "Competing Business"), within the United States of termination, America (1) in all locations in which the Corporation is GST Companies, or any of them, are doing business, and (2) in all locations in respect of which at the Corporation is time of such termination the GST Companies are actively planning for and/or pursuing a business opportunity, whether or not the GST Companies, or any of them, theretofore have submitted any bids, provided that if such Competing Business is in competition with a business of the GST Companies that has commenced operations, the revenues from such business of the GST Companies must have represented at least 10% of the combined revenues of the GST Companies during the 12-month period preceding such termination of this Agreement. For the purposes of this Agreement, the GST Companies will be deemed to be "actively planning and/or pursuing a business opportunity," if any such opportunity is at a given point in time under active consideration by management of one or more of the GST Companies and the GST Companies have expended not less than $100,000 in connection with such opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation GST Companies for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, GST Companies; or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, agent or independent contractor or otherwise by the CorporationGST Companies, or any of them, to terminate his or her relationship with the CorporationGST Companies, or any of them. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the CorporationGST. Executive acknowledges that the provisions of this Paragraph 9 13 are reasonable and necessary for the protection of the CorporationGST Companies, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 913, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. (a) In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the period of his her employment hereunder and and, in the event of termination of this Agreement (i) by the Corporation upon Executive becoming Disabled (as that term is defined in Paragraph 13 hereof), (ii) by the Corporation for two years Cause (unless as that term is defined in Paragraph 14 hereof) or (iii) by Executive otherwise than for Employer Breach (as that term is terminated without Cause defined in which case this covenant will not apply) Paragraph 15 hereof), for a further period of six months thereafter, he she will not (ax) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other a directly competitive business in which (as hereinafter defined) to that of the Corporation is engaged as or any of terminationits subsidiaries within the United States of America, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (by) for himself herself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation or any of its subsidiaries for the purpose of solicitingsoliciting away, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunityor its subsidiaries, or (cz) induce, influence or seek to induce or influence solicit any person then engaged as an employee, representative, agent, independent contractor or otherwise by the CorporationCorporation or any of its subsidiaries, to terminate his her or her relationship with the Corporation or any of its subsidiaries. For purposes of this Agreement, the term "directly competitive business" shall mean any business that is then involved in the research, development, manufacturing or commercialization in any way of any product, compound, device or method that is or becomes a part of the Corporation's business or the business of any of its subsidiaries during Executive's employment by the Corporation or any of its subsidiaries. Nothing herein contained in this Agreement shall be deemed to prohibit Executive from (x) investing his her funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s 's holdings therein represent less than 210% of the total number of shares or principal amount of the securities of such issuer outstanding, or . (yb) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 8 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 98, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceableeffect.

Restrictive Covenant. (a) In consideration the event of his any termination of the Employee's employment hereunderwith the Company for any reason at any time during the term of this Agreement, Executive then for a period beginning on the date of such termination and ending three (3) years following the date of such termination, the Employee shall not engage, anywhere within a radius of 500 miles of any plant, mini-plant or any other manufacturing facility owned or operated by the Company as of the time of such termination (the "Territory"), as principal, agent, trustee or through the agency of any corporation, partnership, association or agent or agency, in the business of manufacturing or selling engineered building systems, metal building components or any other business ancillary thereto (the "Industry"), and the Employee shall not be the owner of more than 5% of the outstanding capital stock of any corporation, or a member or employee of any partnership or an owner or employee of any business that conducts a business in the Territory within the Industry. During such period, the Employee further agrees that during he shall not, either directly or indirectly, through any person, firm, association or corporation with which the Employee is now or may hereafter become associated, cause or induce any present or future employee of the Company (or its successors and assigns) or any of their affiliates to leave the employ of the Company (or its successors and assigns) or any such affiliate to accept employment with the Employee or with such person, firm, association or corporation. (b) The foregoing covenants in Section 8(a) shall not be held invalid or unenforceable because of the scope of the territory or actions subject thereto or restricted thereby, or the period of his employment hereunder time within which such agreement is operative; but any judgment of a court of competent jurisdiction may define the maximum territory and for two years (unless Executive is terminated without Cause in actions subject to and restricted by covenants Section 8(a) and the period of time during which case this covenant will not apply) thereaftersuch covenants are enforceable; provided, he will not (a) directly or indirectly ownhowever, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which event that as a result of an action being instituted against the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself Company by or on behalf of any other personthe Employee, partnership, corporation or entity, call on any customer a judgment of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdictionjurisdiction is entered against the Company decreasing the period of time during which this Agreement is enforceable, the remaining provisions term of this Agreement shall not be affected, but shall, subject similarly decreased. (c) The Employee represents and warrants to the discretion Company that (i) the Employee has the full right, power and authority to enter into and perform this Agreement, including (without limitation) the giving of the covenants in Section 8(a), (ii) the Employee acknowledges the giving of fair and adequate consideration for his covenants in Section 8(a), and that such courtcovenants are necessary to protect the business, remain operations and goodwill of the Company and to attract investxxxx xx xxx Xxmpany, (iii) such covenants are not oppressive to the Employee in full force any respect, and effect and any invalid and unenforceable provisions shall be deemed, without further action (iv) on the part of date hereof, the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceableEmployee is not engaged in a common calling.

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and and, in the event of termination of this Agreement (i) by Executive otherwise than for two years Employer Breach (unless Executive as such term is terminated without defined herein) or (ii) by the Corporations for Cause in which case this covenant will not apply) thereafter(as such term is defined herein), for a further period ending one year after such termination, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, , (1) in all locations in which the Corporation is GST Companies, or any of them, are doing business, and (2) in all locations in respect of which at the Corporation is time of such termination the GST Companies, or any of them, are actively planning for and/or pursuing a business opportunity; (b) for himself , whether or not the GST Companies, or any of them, theretofore have submitted any bids, provided that if such planning and/or pursuit relates to a business opportunity that is not a CLEC, such planning and/or pursuit must have involved material efforts on behalf of any other person, partnership, corporation or entity, call on any customer the part of the Corporation for the purpose GST Companies, or any of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunitythem, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the CorporationGST Companies, or any of them, to terminate his or her relationship with the CorporationGST Companies, or any of them. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the CorporationGST. Executive acknowledges that the provisions of this Paragraph 9 13 are reasonable and necessary for the protection of the CorporationGST Companies, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 913, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the wireless software and hardware technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunder, Executive Employee agrees that during the period of his employment hereunder and for two (2) years (unless Executive Employee is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity which could reasonably be considered to be competitive to Airbee Wireless, Inc. that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation has announced it is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation has announced it is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive Employee from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and ExecutiveEmployee’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive Employee acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the short range wireless software and hardware technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.