Common use of Restrictive Covenant Clause in Contracts

Restrictive Covenant. (a) The Company is in the business of developing, marketing, licensing and supporting network software security products and also provides consulting in network security, network design, troubleshooting and engineering (the "Business"). Executive acknowledges and recognizes that the Business has been conducted, and sales of its products have been made, throughout the United States, and Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options to be granted Executive, Executive shall not, during the Non-Competition Period (as defined below): (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, employee or consultant of the Company, (iii) induce any employee of the Company to terminate his employment with the Company or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 to the contrary notwithstanding, an investment by Executive in any publicly traded company in which Executive and his affiliates exercise no operational or strategic control and which constitutes less than 5% of the capital of such entity shall not constitute a breach of this Section 13. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the Termination Date; provided, however, that if the Term of Employment shall have been terminated pursuant to Section 8 (a), then "Non-Competition Period" shall mean the period commencing on the date hereof and ending on the second anniversary of the Termination Date. "Competitive Business" shall mean any business in any State of the United States engaged in the development, marketing and licensing of network software security products, or in any other line of business in which the Company was engaged or had a formal plan to enter as of the Termination Date.

Restrictive Covenant. (a) The Company is in the business of developing, marketing, licensing and supporting network software security products and also provides consulting in network security, network design, troubleshooting and engineering (the "Business"). Executive acknowledges and recognizes that the Business (as defined in the Purchase Agreement) has been conducted, and substantial sales of its products have been made, throughout the United StatesStates and Europe, and the Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options to be granted Executiveto the Executive and in consideration of and as an inducement to the Company to consummate the transactions contemplated by the Purchase Agreement, the Executive shall not, not during the Non-Competition Period (as defined below): ) (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate or other participant, in any Competitive Business (as defined below)Business, or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, supplier or employee or consultant of the Company, (iii) induce any employee of the Company or the Business to terminate his employment with the Company or the Business or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 14 to the contrary notwithstanding, an investment by the Executive in any publicly traded company entity in which the Executive and his affiliates exercise no operational or strategic control and which constitutes less than 52% of the capital of such entity shall not constitute a breach of this Section 1314. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the fifth anniversary of the Termination Date; provided, however, that if the Term of Employment shall have been terminated pursuant to Section 8 (a)9, then "Non-Competition Period" shall mean the period commencing on the date hereof and ending terminating on the later of (i) the second anniversary of the Termination Date. Date and (ii) the end of the period following the Termination Date which is equal to the period of the Term of Employment (assuming that the Term of Employment shall not exceed five years for purposes of this clause (ii)); and "Competitive Business" shall mean any business in any State of the United States or anywhere outside the United States engaged in designing, engineering, manufacturing, selling or distributing (x) systems or components thereof (such as roof racks, deck racks and other systems) intended to facilitate the developmentcarriage or storage of cargo, marketing luggage, bicycles, skis, snowboards, sailboards, sailboats, and licensing of network software security products, other items or in any other line of business in which property on a vehicle or (y) drip rails for the Company was engaged Pontiac F-car or had a formal plan to enter as of the Termination DateChrysler XJ vehicle.

Restrictive Covenant. (a) The Company is in the business of developing, marketing, licensing and supporting network software security products and also provides consulting in network security, network design, troubleshooting and engineering (the "Business")engineering. Executive acknowledges and recognizes that the Business has been conducted, and sales of its products have been made, throughout the United States, and Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein, and the consideration to be received hereunder, stock options to be granted Executive, Executive shall not, during the Non-Competition Period (as defined below): (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, employee or consultant of the Company, (iii) induce any employee of the Company to terminate his employment with the Company or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 to the contrary notwithstanding, an investment by Executive in any publicly traded company in which Executive and his affiliates exercise no operational or strategic control and which constitutes less than 5% of the capital of such entity shall not constitute a breach of this Section 13. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the Termination Date; provided, however, that if the Term of Employment shall have been terminated pursuant to Section 8 (a)) for cause, then "Non-Competition Period" shall mean the period commencing on the date hereof and ending on the second anniversary of the Termination Date. "Competitive Business" shall mean any business in any State of the United States engaged in the development, marketing and licensing of network software security products, or in any other line of business in which the Company was engaged or had a formal plan to enter as of the Termination Date, provided, however, during the period beginning on the Termination Date and ending on the second anniversary thereof, Executive shall not be precluded from engaging in consulting services in the computer industry, including, but not limited to, network design, trouble shooting and engineering.

Restrictive Covenant. (a) The Company is in the business of developingthe acquisition, marketingdevelopment, licensing and supporting network software security products and also provides consulting in network securityenforcement of its intellectual property as well as the intellectual property of third parties who the Company has entered into agreements with to license, network designdevelop, troubleshooting and engineering finance (debt or equity) and/or enforce their intellectual property (the "Business"). Executive acknowledges and recognizes that the Business has been conducted, and sales of its products have been made, may be conducted throughout the United Statesworld, and Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involvedCompany's Business. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options to be granted Executive, Executive shall not, during the Non-Competition Period (as defined below): (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, officer, director, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any licensee, customer, supplier, employee or consultant of the Company, (iii) induce any employee or consultant of the Company to terminate his employment or consultancy with the Company or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 18 to the contrary notwithstanding, an investment by Executive in any publicly traded company engaged in a Competitive Business in which Executive and his affiliates exercise no operational or strategic control and which constitutes less than 5% of the capital outstanding shares of such entity shall not constitute a breach of this Section 1318. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the Termination Date; provided, however, that (i) if the Term of Employment shall have been Terminated Other Than For Cause by the Company pursuant to Section 9(b) hereof, then the "Non-Competition Period" shall mean the period commencing on the date hereof and ending twelve (12) months thereafter; provided Executive is paid the severance equal to twelve (12) months Base Salary as provided in Section 11(c) hereof and (ii) if the Term of Employment shall have been terminated for Cause by the Company pursuant to Section 8 (a)9(a) hereof or without Good Reason by Executive pursuant to Section 10 hereof, then the "Non-Competition Period" shall mean the period commencing on the date hereof and ending on the second anniversary of the Termination Date. "Competitive Business" shall mean any business in any State of entity throughout the United States world (i) engaged in the acquisition, development, marketing and licensing licensing, financing or enforcement of network software security productspatents, or in (ii) any other line of business entity in which the Company was has acquired patents from and/or entered into an agreement with to license, finance (either equity or debt) and/or enforce such third party patents, and (iii) any entity engaged or had in a formal plan to enter as of business competitive with any business then engaged in by the Termination DateCompany.

Restrictive Covenant. (a) The Company is in the business of developing, marketing, licensing and supporting network software security products and also provides consulting in network security, network design, troubleshooting and engineering (the "Business"). Executive acknowledges and recognizes that the Business has been conducted, and sales of its products have been made, throughout the United States, and Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options to be granted Executive, Executive shall not, during the Non-Competition Period (as defined below): (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, employee or consultant of the Company, (iii) induce any employee of the Company to terminate his employment with the Company or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 to the contrary notwithstanding, an investment by Executive in any publicly traded company in which Executive and his affiliates exercise no operational or strategic control and which constitutes less than 5% of the capital of such entity shall not constitute a breach of this Section 13. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the Termination Date; provided, however, that if the Term of Employment shall have been terminated pursuant to Section 8 (a), then "Non-Competition Period" shall mean the period commencing on the date hereof and ending on the second anniversary of the Termination Date. "Competitive Business" shall mean any business in any State of the United States engaged in the development, marketing and licensing of network software security products, or in any other line of business in which the Company was engaged or had a formal plan to enter as of the Termination Date; provided, however, during the period beginning on the Termination Date and ending on the second anniversary thereof, Executive shall not be precluded from engaging in consulting services in the computer industry including, but not limited to, network design, troubleshooting and engineering.

Restrictive Covenant. (a) The Company is in the business of developing, marketing, licensing and supporting network software security products and also provides consulting in network security, network design, troubleshooting and engineering (the "Business"). Executive acknowledges and recognizes that the Business has been conducted, and sales of its products have been made, throughout the United States, and Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options to be granted Executive, Executive shall not, during the Non-Competition Period (as defined below): (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, employee or consultant of the Company, (iii) induce any employee of the Company to terminate his employment with the Company or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 to the contrary notwithstanding, an investment by Executive in any publicly traded company in which Executive and his affiliates exercise no operational or strategic control and which constitutes less than 5% of the capital of such entity shall not constitute a breach of this Section 13. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the Termination Date; provided, however, that if the Term of Employment shall have been terminated pursuant to Section 8 (a), then "Non-Competition Period" shall mean the period commencing on the date hereof and ending on the second anniversary of the Termination Date. "Competitive Business" shall mean any business in any State of the United States engaged in the development, marketing and licensing of network software security products, or in any other line of business in which the Company was engaged or had a formal plan to enter as of the Termination Date.

Restrictive Covenant. (a) The Company is in the business of developing, marketing, licensing and supporting network software security products and also provides consulting in network security, network design, troubleshooting and engineering (the "Business"). Executive Consultant acknowledges and recognizes that the Business (as defined in the Purchase Agreement) has been conducted, and substantial sales of its products have been made, throughout the United StatesStates and Europe, and Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunderhereunder and in consideration of and as an inducement to the Company to consummate the transactions contemplated by the Purchase Agreement, stock options to be granted Executive, Executive the Consultant shall not, during the Non-Competition Period (as defined below): ) (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate affiliate, director, officer, employee, independent contractor or other participant, in any Competitive Business (as defined below)Business, or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, supplier or employee or consultant of the Company, (iii) induce any employee of the Company or the Business to terminate his or her employment with the Company or the Business or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well including as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well including as an officer or director of any Competitive Business). Anything contained in this Section 13 to the contrary notwithstanding, an investment by Executive in any publicly traded company in which Executive and his affiliates exercise no operational or strategic control and which constitutes less than 5% of the capital of such entity shall not constitute a breach of this Section 13. (b) As used herein, the term "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the Termination Date; provided, however, that if the Term of Employment shall have been terminated pursuant to Section 8 (a), then "Non-Competition Period" shall mean the period commencing on the date hereof and ending on the second fifth anniversary of the Termination Date. ; and the term "Competitive Business" shall mean any business in any State of the United States or anywhere in the world outside the United States engaged in the development, marketing and licensing of network software security products, or in any other line of business in which the Company was engaged or had a formal plan to enter as of the Termination DateBusiness.

Restrictive Covenant. (a) The Company is in the business of developingdesigning, marketing, licensing manufacturing and supporting network software security selling towing products and also provides consulting in network security, network design, troubleshooting and engineering (the "Business"). The Executive acknowledges and recognizes that the Business has been conducted, and substantial sales of its products have been made, throughout the United States, and the Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunderhereunder and in consideration of and as an inducement to the Company to consummate the transactions contemplated by the Purchase Agreement, stock options to be granted Executive, the Executive shall not, not during the Non-Competition Period (as defined below): ) (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, supplier or employee or consultant of the Company, (iii) induce any employee of the Company or the Business to terminate his employment with the Company or the Business or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 14 to the contrary notwithstanding, an investment by the Executive in any publicly traded company entity in which the Executive and his affiliates exercise no operational or strategic control and which constitutes less than 52% of the capital of such entity shall not constitute a breach of this Section 1314. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the fifth anniversary of the Termination Date; provided, however, that if the Term of Employment shall have been terminated pursuant to Section 8 (a)9, then "Non-Competition Period" shall mean the period commencing on the date hereof and ending terminating on the later of (i) the second anniversary of the Termination Date. Date and (ii) the end of the period following the Termination Date which is equal to the period of the Term of Employment (assuming that the Term of Employment shall not exceed five years for purposes of this clause (ii)); and "Competitive Business" shall mean any business in any State of the United States or anywhere outside the United States engaged in the developmentdesigning, marketing engineering, manufacturing, selling or distributing (x) systems or components thereof (such as trailer hitches, trailer balls and licensing of network software security products, or in any other line of business in which the Company was engaged or had a formal plan ball mounts) intended to enter as of the Termination Datefacilitate towing.

Restrictive Covenant. (a) The Company is in the business of developingpursuing licensing opportunities related to its patented technologies with third parties who the Company believes are infringing its patents and intellectual property or who may require a license for future products, marketing, licensing and supporting network software security products and also provides consulting in network security, network design, troubleshooting and engineering which business strategy may require the Company to commence patent infringement lawsuits against third parties (the "BusinessBUSINESS"). Executive acknowledges and recognizes that the Business has been conducted, and sales of its products have been made, may be conducted throughout the United Statesworld, and Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involvedCompany's Business. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options hereunder and the Options granted to be granted ExecutiveExecutive in accordance with Section 6 hereof, Executive shall not, during the Non-Competition Period (as defined below): (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, officer, director, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, employee or consultant of the Company, (iii) induce any employee of the Company to terminate his employment with the Company or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 17 to the contrary notwithstanding, an investment by Executive in any publicly traded company in which Executive and his affiliates exercise no operational or strategic control and which constitutes less than 5% of the capital of such entity shall not constitute a breach of this Section 1317. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the Termination Date; provided, however, that (i) if the Term of Employment shall have been Terminated Other Than For Cause by the Company pursuant to Section 9(b) hereof, then the "Non-Competition Period" shall mean the period commencing on the date hereof and ending twelve (12) months thereafter; provided Executive is paid the twelve (12) months Base Salary as provided in Section 11(c) hereof and (ii) if the Term of Employment shall have been terminated for Cause by the Company pursuant to Section 8 (a)9(a) hereof or without Good Reason pursuant to Section 10 hereof, then the "Non-Competition Period" shall mean the period commencing on the date hereof and ending on the second anniversary of the Termination Date. "Competitive Business" shall mean any business in entity throughout the world (i) utilizing or pursuing licensing opportunities related to patented technologies competitive with the Company's patents, (ii) any State of the United States engaged in the development, marketing and licensing of network software security products, or in any other line of business entity in which the Company was has acquired patents from and/or entered into a license agreement or similar arrangement relating to the Company's patented technologies and (iii) any entity engaged in a business competitive with any business then engaged in by the Company; provided, that, Executive may render services for (either as an employee or had a formal plan independent consultant) for any entity under (i), (ii), or (iii) above in this Section 17(b) so long as his duties and responsibilities for entities have nothing to enter as of do with any business directly or indirectly related to the Termination DateCompany's patents.

Restrictive Covenant. (a) The Company is in the business of developingthe acquisition, marketingdevelopment, licensing and supporting network software security products and also provides consulting in network securityenforcement of its intellectual property as well as the intellectual property of third parties who the Company has entered into agreements with to license, network designdevelop, troubleshooting and engineering finance (debt or equity) and/or enforce their intellectual property (the "“Business"”). Executive acknowledges and recognizes that the Business has been conducted, and sales of its products have been made, may be conducted throughout the United Statesworld, and Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involvedCompany's Business. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options to be granted Executive, Executive shall not, during the Non-Competition Period (as defined below): (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, officer, director, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any licensee, customer, supplier, employee or consultant of the Company, (iii) induce any employee or consultant of the Company to terminate his employment or consultancy with the Company or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 18 to the contrary notwithstanding, an investment by Executive in any publicly traded company engaged in a Competitive Business in which Executive and his affiliates exercise no operational or strategic control and which constitutes less than 5% of the capital outstanding shares of such entity shall not constitute a breach of this Section 1318. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the Termination Date; provided, however, that (i) if the Term of Employment shall have been Terminated Other Than For Cause by the Company pursuant to Section 9(b) hereof, then the “Non-Competition Period” shall mean the period commencing on the date hereof and ending twelve (12) months thereafter; provided Executive is paid the severance equal to twelve (12) months Base Salary as provided in Section 11(c) hereof and (ii) if the Term of Employment shall have been terminated for Cause by the Company pursuant to Section 8 (a)9(a) hereof or without Good Reason by Executive pursuant to Section 10 hereof, then the "Non-Competition Period" shall mean the period commencing on the date hereof and ending on the second anniversary of the Termination Date. "Competitive Business" shall mean any business in any State of entity throughout the United States world (i) engaged in the acquisition, development, marketing and licensing licensing, financing or enforcement of network software security productspatents, or in (ii) any other line of business entity in which the Company was has acquired patents from and/or entered into an agreement with to license, finance (either equity or debt) and/or enforce such third party patents, and (iii) any entity engaged or had in a formal plan to enter as of business competitive with any business then engaged in by the Termination DateCompany.

Restrictive Covenant. (a) The Company is in the business of developing, marketing, licensing and supporting network software security products and also provides consulting in network security, network design, troubleshooting and engineering (the "Business"). Executive acknowledges and recognizes that the Business (as defined in the Purchase Agreement) has been conducted, and substantial sales of its products have been made, throughout the United StatesStates and Europe, and the Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options to be granted Executiveto the Executive and in consideration of and as an inducement to the Company to consummate the transactions contemplated by the Purchase Agreement, the Executive shall not, not during the Non-Competition Period (as defined below): ) (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate or other participant, in any Competitive Business (as defined below)Business, or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, supplier or employee or consultant of the Company, (iii) induce any employee of the Company or the Business to terminate his employment with the Company or the Business or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 14 to the contrary notwithstanding, an investment by the Executive in any publicly traded company entity in which the Executive and his affiliates exercise no operational or strategic control and which constitutes less than 52% of the capital of such entity shall not constitute a breach of this Section 1314. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the fifth anniversary of the Termination Date; provided, however, that if the Term of Employment shall have been terminated pursuant to Section 8 (a)9, then "Non-Competition Period" shall mean the period commencing on the date hereof and ending terminating on the later of (i) the second anniversary of the Termination Date. Date and (ii) the end of the period following the Termination Date which is equal to the period of the Term of Employment (assuming that the Term of Employment shall not exceed five years for purposes of this clause (ii)); and "Competitive Business" shall mean any business in any State of the United States or anywhere outside the United States engaged in designing, engineering, manufacturing, selling or distributing (x) systems or components thereof (such as roof racks, deck racks and other systems) intended to facilitate the developmentcarriage or storage of cargo, marketing luggage, bicycles, skis, snowboards, sailboards, sailboats, and licensing of network software security products, other items or in any other line of business in which property on a vehicle or (y) drip rails for the Company was engaged Pontaic F-car or had a formal plan to enter as of the Termination DateChrysler XJ vehicle.

Restrictive Covenant. (a) The Company is in the business of developing, marketing, licensing and supporting network software security products and also provides consulting in network security, network design, troubleshooting and engineering (the "Business"). Executive acknowledges and recognizes that the Business Company's business has been conducted, and substantial sales of its products have been made, throughout the United StatesStates and Europe, and the Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business Company is involved. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options to be granted to the Executive, the Executive shall not, not during the Non-Competition Period (as defined below): ) (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, supplier or employee or consultant of the Company, (iii) induce any employee of the Company or its affiliates to terminate his employment with the Company or its affiliates or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 14 to the contrary notwithstanding, an investment by the Executive in any publicly traded company entity in which the Executive and his affiliates exercise no operational or strategic control and which constitutes less than 52% of the capital of such entity shall not constitute a breach of this Section 1314. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the fifth anniversary of the Termination Date; provided, however, that if the Term of Employment shall have been terminated pursuant to Section 8 (a)9, then "Non-Competition Period" shall mean the period commencing on the date hereof and ending terminating on the later of (i) the second anniversary of the Termination Date. "Competitive Business" shall mean any business in any State Date and (ii) the end of the United States engaged in period following the development, marketing and licensing of network software security products, or in any other line of business in Termination Date which is equal to the Company was engaged or had a formal plan to enter as period of the Termination Date.Term of Employment

Restrictive Covenant. (a) The Company is in the business of developing, marketing, licensing and supporting network software security products and also provides consulting in network security, network design, troubleshooting and engineering (the "Business"). Executive acknowledges and recognizes that the Business has been conducted, and sales of its products have been made, throughout the United States, and Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options to be granted Executive, Executive shall not, during the Non-Competition Period (as defined below): (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, employee or consultant of the Company, (iii) induce any employee of the Company to terminate his employment with the Company or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 to the contrary notwithstanding, an investment by Executive in (a) any publicly traded company not engaged in which a Competitive Business or (ii) any company engaged in a Competitive Business provided Executive and or his affiliates exercise no operational or strategic control and which such investment constitutes less than 5% of the capital equity of such entity entity, shall not constitute a breach of this Section 13. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the Termination Date; provided, however, that if the Term of Employment shall have been terminated pursuant to Section 8 (a), then "Non-Competition Period" shall mean the period commencing on the date hereof and ending on the second anniversary of the Termination Date. "Competitive Business" shall mean any business in any State of the United States engaged in the development, marketing and licensing of network software security products, or in any other line of business in which the Company was engaged or had a formal plan to enter as of the Termination Date.

Restrictive Covenant. (a) The Company is in the business of developingpursuing licensing opportunities related to its patented technologies with third parties who the Company believes are infringing its patents and intellectual property or who may require a license for future products, marketingand which business strategy has required, licensing and supporting network software security products and also provides consulting may require in network securitythe future, network design, troubleshooting and engineering the Company to commence patent infringement lawsuits against third parties (the "BusinessBUSINESS"). Executive acknowledges and recognizes that the Business has been conducted, and sales of its products have been made, may be conducted throughout the United Statesworld, and Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involvedCompany's Business. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options hereunder and the New Options and Extended Options and Warrants granted to be granted ExecutiveExecutive in accordance with Section 6 hereof, Executive shall not, during the Non-Competition Period (as defined below): (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, officer, director, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any licensee, customer, supplier, employee or consultant of the Company, (iii) induce any employee or consultant of the Company to terminate his employment or consultancy with the Company or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 17 to the contrary notwithstanding, an investment by Executive in any publicly traded company in which Executive and his affiliates exercise no operational or strategic control and which constitutes less than 5% of the capital outstanding shares of such entity shall not constitute a breach of this Section 1317. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the Termination Date; provided, however, that (i) if the Term of Employment shall have been Terminated Other Than For Cause by the Company pursuant to Section 9(b) hereof, then the "Non-Competition Period" shall mean the period commencing on the date hereof and ending twelve (12) months thereafter; provided Executive is paid the severance equal to twelve (12) months Base Salary as provided in Section 11(c) hereof and (ii) if the Term of Employment shall have been terminated for Cause by the Company pursuant to Section 8 (a)9(a) hereof or without Good Reason pursuant to Section 10 hereof, then the "Non-Competition Period" shall mean the period commencing on the date hereof and ending on the second anniversary of the Termination Date. "Competitive Business" shall mean any business in any State of the United States engaged in the development, marketing and licensing of network software security products, or in any other line of business in which the Company was engaged or had a formal plan to enter as of the Termination Date.the

Restrictive Covenant. 6.1 During the term of this Agreement and thereafter for a further period of three years, the following shall apply. (a) The Company Consultant shall not directly or indirectly own, manage, operate, invest in, render services to or otherwise participate in or be connected with, in any manner, whether as an officer, director. employee, partner, investor, consultant or otherwise, any business entity which is primarily engaged in the business of developingmanufacturing, producing, marketing, licensing and supporting network software security products and also provides consulting in network security, network design, troubleshooting and engineering (the "Business"). Executive acknowledges and recognizes that the Business has been conducted, and sales of its products have been made, throughout the United States, and Executive further acknowledges and recognizes the highly competitive nature of the industry in promoting or selling pharmaceuticals which the Business is involved. Accordingly, in consideration of the premises contained herein, the consideration to can be received hereunder, stock options to described as peptide nucleic acids or selling pharmaceuticals which can be granted Executive, Executive shall not, during the Non-Competition Period (described as defined below): (i) directly peptide nucleic acids or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, employee or consultant of the Company, (iii) induce any employee of the Company to terminate his employment with the Company or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 to the contrary notwithstanding, an investment by Executive in any publicly traded company in which Executive and his affiliates exercise no operational or strategic control and which constitutes less than 5% of the capital of such entity shall not constitute a breach of this Section 13. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the Termination Date; provided, however, that if the Term of Employment shall have been terminated pursuant to Section 8 (a), then "Non-Competition Period" shall mean the period commencing on the date hereof and ending on the second anniversary of the Termination Date. "Competitive Business" shall mean any business in any State of the United States engaged in the development, marketing and licensing of network software security products, or in any other line of business in which the Company was engaged or had a formal plan to enter as on the effective date of the Termination Datetermination of this Agreement or in which the Company or any of its subsidiaries or affiliates was actively engaged in soliciting during the 180-day period prior to the effective date of termination of this Agreement with the Company. Nothing contained herein shall be deemed to prohibit Consultant from investing his funds in securities of a company if such securities are listed for trading on a national stock exchange or traded in the over-the-counter market, such company is not a competitor of the Company and Consultant's holdings therein represent less than one (1%) percent of such securities outstanding. (b) Consultant shall not for himself or an behalf of any other person, partnership, corporation or entity, directly or indirectly, or by action in concert with others, (i) call on any customer of the Company for the purpose of soliciting, diverting or taking away any customer from the Company or (ii) induce, influence or seek to induce or influence any person who is engaged as an employee, representative. agent, independent contractor or otherwise by the Company, to terminate his or her relationship with the Company. 6.2 The parties hereto acknowledge that Consultant's services are of a special, unique, extraordinary and intellectual character which gives him peculiar value and that the business of the Company and its subsidiaries is highly competitive and that violation of any of the covenants provided in Section 6 of this agreement would cause immediate, immeasurable and irreparable harm, loss and damage to the Company not adequately compensable by a monetary award. Consultant acknowledges that the time, geographical area and scope of activity restrained by the provisions of Section 6 are reasonable and do not impose a greater restraint than is necessary to protect the goodwill of the Company's business. Consultant further acknowledges that he and the Company have negotiated and bargained for the terms of this agreement and that Consultant has received adequate consideration for entering into this agreement including the provisions of this Section 6. In the event of any such breach or threatened breach by Consultant of any one or more of such covenants, the Company shall be entitled to such equitable and injunctive relief as may be available to restrain Consultant and any business, firm, partnership, individual, corporation or entity participating in such breach or threatened breach from the violation of the provisions hereof. Consultant further agrees that any temporary restraining order or emergency, preliminary or final may be issued by any court of competent jurisdiction. To the fullest extent permitted by law, Consultant hereby waives any right to require the posting of a bond as a condition to the issuance or maintenance of such order or injunction and agrees that any such order or injunction may be entered and maintained without the posting of a bond. Nothing herein shall be construed as Prohibiting the Company from pursuing any other remedies available at law or in equity for such breach or threatened breach, including the recovery of damages and the immediate termination of the employment of Consultant hereunder.

Restrictive Covenant. (a) The Company is in the business of developingdesigning, marketingengineering manufacturing, licensing selling and supporting network software security distributing towing products including trailer hitches, trailer bells, bell xxxnts, couples, tow bars and also provides consulting in network security, network design, troubleshooting and engineering brush guards (the "Business"). The Executive acknowledges and recognizes that the Business has been conducted, and substantial sales of its products have been made, throughout the United States, and the Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options to be granted Executiveto the Executive and in consideration of and as an inducement to the Company to consummate the transactions contemplated by the Purchase Agreement, the Executive shall not, not during the Non-Competition Period (as defined below): ) (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, supplier or employee or consultant of the Company, (iii) induce any employee of the Company or the Business to terminate his employment with the Company or the Business or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 14 to the contrary notwithstanding, an investment by the Executive in any publicly traded company entity in which the Executive and his affiliates exercise no operational or strategic control and which constitutes less than 52% of the capital of such entity shall not constitute a breach of this Section 1314. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the fifth anniversary of the Termination Date; provided, however, that if the Term of Employment shall have been terminated pursuant to Section 8 (a)9, then "Non-Competition Period" shall mean the period commencing on the date hereof and ending terminating on the later of (i) the second anniversary of the Termination Date. Date and (ii) the end of the period following the Termination Date which is equal to the period of the Term of Employment (assuming that the Term of Employment shall not exceed five years for purposes of this clause (ii)); and "Competitive Business" shall mean any business in any State of the United States or anywhere outside the United States engaged in the developmentdesigning, marketing engineering, manufacturing, selling or distributing systems or components thereof (such as trailer hitches, trailer balls , ball mounts, couplers, tow bars and licensing of network software security products, or in any other line of business in which the Company was engaged or had a formal plan two brushes) intended to enter as of the Termination Datefacilitate towing.

Restrictive Covenant. (a) The Company is in the business of developing, marketing, licensing and supporting network software security products and also provides consulting in network security, network design, troubleshooting and engineering (the "Business"). Executive acknowledges and recognizes that the Business has been conducted, and sales of its products have been made, throughout the United States, and Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options to be granted Executive, Executive shall not, during the Non-Competition Period (as defined below): (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, employee or consultant of the Company, (iii) induce any employee of the Company to terminate his employment with the Company or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 to the contrary notwithstanding, an investment by Executive in any publicly traded company in which Executive and his affiliates exercise no operational or strategic control and which constitutes less than 5% of the capital of such entity shall not constitute a breach of this Section 13. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the Termination Date; providedPROVIDED, howeverHOWEVER, that if the Term of Employment shall have been terminated pursuant to Section 8 (a), then "Non-Competition Period" shall mean the period commencing on the date hereof and ending on the second anniversary of the Termination Date. "Competitive Business" shall mean any business in any State of the United States engaged in the development, marketing and licensing of network software security products, or in any other line of business in which the Company was engaged or had a formal plan to enter as of the Termination Date.

Restrictive Covenant. (a) The Company is in the business of developing, marketing, licensing and supporting network software security products and also provides consulting in network security, network design, troubleshooting and engineering (the "Business"). Executive acknowledges and recognizes that the Business Company's business has been conducted, and substantial sales of its products have been made, throughout the United StatesStates and Europe, and the Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business Company is involved. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder, stock options to be granted to the Executive, the Executive shall not, not during the Non-Competition Period (as defined below): ) (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholder, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, supplier or employee or consultant of the Company, (iii) induce any employee of the Company or its affiliates to terminate his employment with the Company or its affiliates or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 14 to the contrary notwithstanding, an investment by the Executive in any publicly traded company entity in which the Executive and his affiliates exercise no operational or strategic control and which constitutes less than 52% of the capital of such entity shall not constitute a breach of this Section 1314. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the fifth anniversary of the Termination Date; provided, however, that if the Term of Employment shall have been terminated pursuant to Section 8 (a)9, then "Non-Competition Period" shall mean the period commencing on the date hereof and ending terminating on the later of (i) the second anniversary of the Termination Date. Date and (ii) the end of the period following the Termination Date which is equal to the period of the Term of Employment (assuming that the Term of Employment shall not exceed five years for purposes of this clause (ii)); and "Competitive Business" shall mean any business in any State of the United States or anywhere outside the United States engaged in the developmentdesigning, marketing engineering, manufacturing, selling or distributing (x) towing systems and licensing of network software security productsroof rack systems and related accessories, or in (y) any other line of business in which the Company was engaged is, or had a formal plan to enter as of the Termination Datemay hereafter, become engaged.

Restrictive Covenant. (a) The Company is in the business of developing, marketing, licensing and supporting network software host based security products including firewalls, intrusion detection technology (including intrusion prevention technology) and also provides consulting in network securityapplication control, network design, troubleshooting application integrity and engineering access control technology (the "Business"). Executive acknowledges and recognizes that the Business has been conducted, and sales of its products have been made, throughout the United Statesworld, and Executive further acknowledges and recognizes the highly competitive nature of the industry in which the Business is involved. Accordingly, in consideration of the premises contained herein, the consideration to be received hereunder and the Options granted Executive hereunder, stock options to be granted Executive, Executive shall not, during the Non-Competition Period (as defined below): (i) directly or indirectly engage, whether or not such engagement shall be as a partner, stockholderstockholder (except with respect to Executive's current investment in Entercept Inc.), officer, director, affiliate or other participant, in any Competitive Business (as defined below), or represent in any way any Competitive Business, whether or not such engagement or representation shall be for profit, (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and any other person or entity, including, without limitation, any customer, supplier, employee or consultant of the Company, (iii) induce any employee of the Company to terminate his employment with the Company or to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business), or (iv) affirmatively assist or induce any other person or entity to engage in any Competitive Business in any manner described in the foregoing clause (i) (as well as an officer or director of any Competitive Business). Anything contained in this Section 13 17 to the contrary notwithstanding, an investment by Executive in any publicly traded company in which Executive and his affiliates exercise no operational or strategic control and which constitutes less than 5% of the capital of such entity shall not constitute a breach of this Section 1317. (b) As used herein, "Non-Competition Period" shall mean the period commencing on the date hereof and terminating on the Termination Date; provided, however, that (i) if the Term of Employment shall have been Terminated Other Than For Cause pursuant to Section 9(b) hereof, then the "Non-Competition Period" shall mean the period commencing on the date hereof and ending nine (9) months thereafter; provided Executive is paid the nine (9) months Base Salary as provided in Section 11(c) hereof and (ii) if the Term of Employment shall have been terminated for Cause by the Company pursuant to Section 8 (a)9(a) hereof or without Good Reason pursuant to Section 10 hereof, then the "Non-Competition Period" shall mean the period commencing on the date hereof and ending on the second anniversary of the Termination Date. "Competitive Business" shall mean any business in any State of throughout the United States world engaged in the development, marketing and licensing of network software host based security productsproducts including firewalls, intrusion detection technology (including intrusion prevention technology) and application control, application integrity and access control technology, or in any other line of business in which the Company was engaged or had a formal plan to enter as of the Termination Date.