Common use of Restrictive Covenants and Confidentiality Clause in Contracts

Restrictive Covenants and Confidentiality. During the Term and for 12 months thereafter, the Executive shall not solicit, raid, entice, encourage or induce any person who at any time within one year prior to the end of the Term shall have been an associate of the Company to become employed by any person, firm or corporation, and the Executive shall not approach any such associate for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During the Term and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's compliance with the provisions of this Section 7(b) and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright in connection with the Executive's employment with the Company shall become and be the sole property of the Company. Neither the Company nor the Executive shall publicly disparage the other during the Term or afterwards. The provisions of this Section 7 shall survive the termination of the Executive's employment with the Company, irrespective of the reason therefor.

Restrictive Covenants and Confidentiality. During the Term and for 12 months thereafter, the Executive shall not solicit, raid, entice, encourage or induce any person who at any time within one year prior to the end of the Term shall have been an associate of the Company to become employed by any person, firm or corporation, and the Executive shall not approach any such associate for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During the Term and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's compliance with the provisions of this Section 7(b) and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) one of its subsidiaries that involves United Retail Group, Inc. or the Companyone of its subsidiaries, whether or not the fraud is material. The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's employment with the Company shall become and be the sole property of the Company. Neither the Company nor the Executive shall publicly disparage disparge the other during the Term or afterwards. The provisions of this Section 7 shall survive the termination of the Executive's employment with the Company, irrespective of the reason therefor.

Restrictive Covenants and Confidentiality. During The Executive shall not: (i) solicit, raid, entice, encourage or induce any person, firm or corporation that at any time within one year prior to the Term termination of the Executive's employment hereunder shall have been an exclusive supplier to the Company, or any of its subsidiaries or Affiliated Companies, to become a supplier to any other person, firm or corporation that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company and for 12 months thereafter, the Executive shall not approach any such person, firm or corporation for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action; or (ii) solicit, raid, entice, encourage or induce any person who at any time within one year prior to the end termination of the Term Executive's employment shall have been an associate employee of the Company Company, or any of its subsidiaries or Affiliated Companies, to become employed by any person, firm or corporation, and the Executive shall not approach any such associate employee for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During the Contract Term and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's compliance with the provisions of this Section 7(b) 11 and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive he may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's employment with hereunder, during the Company Contract Term, shall become and be the sole property of the Company unless released in writing by the Company. Neither the Company nor The Executive agrees that the Executive shall publicly disparage not, directly or indirectly, within any area in the other United States or elsewhere where the Company or any of its subsidiaries or Affiliated Companies is transacting business during the Contract Term, engage or participate or make any financial investments in or become employed by, or act as an attorney, agent or principal of, or render advisory or other services to or for any person, firm or corporation, or in connection with any business activity (other than that of the Company and its subsidiaries or Affiliated Companies), that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company. Nothing herein contained, however, shall restrict the Executive from overseeing personal and family investments, including any investments in not more than 3% of the voting securities in any company whose stock is listed on a national securities exchange or actively traded in the over-the-counter market, so long as in connection with such investments the Executive does not actively operate any such business or enterprise that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company. The Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), during the Contract Term or afterwardsand for 18 months thereafter, provided, however, that in the event of Termination Without Cause, the Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), only in the event that the Company shall remit his Severance Pay strictly in accordance with the provisions of Section 14(d) and provided, further, that in the event of resignation by the Executive in accordance with Section 14(e), the Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), only in the event that the Company shall remit his Resignation Compensation within 15 days after his resignation, time being of the essence. The provisions of this Section 7 11 shall survive the termination of the Executive's employment with the Companyhereunder, irrespective of the reason therefor. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company's and its subsidiaries and Affiliated Companies' businesses. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of this Section 11, the Company and its subsidiaries and Affiliated Companies would sustain irreparable harm, and therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Section 11. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Section 11, and the Executive therefore agrees that the provisions of this Section 11 may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive. The provision of paragraphs (a), (b) and (d) of this Section 11 shall not apply to or restrict the activities of the Executive as the chief executive officer, a director and a principal stockholder of Xxxxxxx Xxxxxxxx, Inc., which is the sole general partner of American Licensing Group Limited Partnership ("ALG"), for so long as, and only for so long as, Xxxxxxx Xxxxxxxx, Inc. and ALG do not engage in the Business of the Company. The Executive's duties and responsibilities as President and Chief Executive Officer of the Company shall at all times take precedence over his activities on behalf of ALG.

Restrictive Covenants and Confidentiality. During (a) Until the Term termination of this Agreement and for 12 months thereafter, the Executive shall not solicit, raid, entice, encourage or induce any person who at any time within one in the prior year prior to the end of the Term shall have been an associate of the Company to become employed by any person, firm or corporation, and the Executive shall not approach any such associate for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During . (b) Until the Term termination of this Agreemetn and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's ’s compliance with the provisions of this Section 7(b) and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive may disclose such information without liability hereunder. During . (c) Until the Term termination of this Agreement and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. . (d) The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's ’s employment with the Company shall become and be the sole property of the Company. . (e) Neither the Company nor the Executive shall publicly disparage disparge the other during either before or after the Term or afterwards. termination of this Agreement. (f) The provisions of this Section 7 shall survive the termination of the Executive's ’s employment with the Company, irrespective of the reason therefor.

Restrictive Covenants and Confidentiality. During the Term and for 12 months thereafter, the The Executive agrees that she shall not solicit, raid, entice, encourage or induce any person who at any time within one year prior to the end of the Term thereto shall have been an associate employee of the Company to become employed by any person, firm or corporation, and the Executive shall not approach any such associate employee for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During The Executive shall be bound by the Term provisions of Section 5(a), and shall perform her obligations pursuant to Section 5(a), during her employment and for 12 months thereafter. During her employment and thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's compliance with the provisions of this Section 7(b) 5 and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rulesrule, regulation or law, the Executive she may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's employment with the Company hereunder, during her employment, shall become and be the sole property of the Company unless released in writing by the Company. Neither the Company nor the Executive shall publicly disparage the other during the Term or afterwards. The provisions of this Section 7 5 shall survive the termination of the Executive's employment with the Companyemployment, irrespective of the reason therefor. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company's business. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of this Section 5, the Company would sustain irreparable harm and, and therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Section 5. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Section 5, and the Executive therefore agrees that the provisions of this Section 5 may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

Restrictive Covenants and Confidentiality. During (a) Until the Term termination of this Agreement and for 12 months thereafter, the Executive shall not solicit, raid, entice, encourage or induce any person who at any time within one in the prior year prior to the end of the Term shall have been an associate of the Company to become employed by any person, firm or corporation, and the Executive shall not approach any such associate for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During . (b) Until the Term termination of this Agreement and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's ’s compliance with the provisions of this Section 7(b) and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive may disclose such information without liability hereunder. During . (c) Until the Term termination of this Agreement and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. the Company any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. . (d) The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's ’s employment with the Company shall become and be the sole property of the Company. . (e) Neither the Company nor the Executive shall publicly disparage the other during either before or after the Term or afterwards. termination of this Agreement. (f) The provisions of this Section 7 shall survive the termination of the Executive's ’s employment with the Company, irrespective of the reason therefor.

Restrictive Covenants and Confidentiality. During the Term and for 12 months thereafter, the (a) The Executive agrees that she shall not solicit, raid, entice, encourage or induce any person who at any time within one year prior to the end of the Term thereto shall have been an associate employee of the Company to become employed by any person, firm or corporation, and the Executive shall not approach any such associate employee for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During The Executive shall be bound by the Term provisions of Section 5(a), and shall perform her obligations pursuant to Section 5(a), during the term of her employment and for 12 months thereafter. (b) During the term of her employment and thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's ’s compliance with the provisions of this Section 7(b5(b) and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rulesrule, regulation or law, the Executive she may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company . (including the Executivec) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all designs, copyrights, processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's ’s employment with hereunder, during the Company term of her employment, shall become and be the sole property of the Company unless released in writing by the Company. Neither the Company nor the Executive shall publicly disparage the other during the Term or afterwards. . (d) The provisions of this Section 7 5 shall survive the termination of the Executive's employment with the Company’s employment, irrespective of the reason therefor. (e) The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company’s business. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of this Section 5, the Company would sustain irreparable harm and, and therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Section 5. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Section 5, and the Executive therefore agrees that the provisions of this Section 5 may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

Restrictive Covenants and Confidentiality. During the Term and for 12 months thereafter, the The Executive agrees that she shall not solicit, raid, entice, encourage or induce any person who at any time within one year prior to the end of the Term thereto shall have been an associate employee of the Company to become employed by any person, firm or corporation, and the Executive shall not approach any such associate employee for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During The Executive shall be bound by the Term provisions of Section 6(a), and shall perform her obligations pursuant to Section 6(a), during the term of her employment and for 12 months thereafter. During the term of her employment and thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's compliance with the provisions of this Section 7(b) 6 and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rulesrule, regulation or law, the Executive she may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all designs, copyrights, processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's employment with hereunder, during the Company term of her employment, shall become and be the sole property of the Company unless released in writing by the Company. Neither the Company nor the Executive shall publicly disparage the other during the Term or afterwards. The provisions of this Section 7 6 shall survive the termination of the Executive's employment with the Companyemployment, irrespective of the reason therefor. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company's business. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of this Section 6, the Company would sustain irreparable harm and, and therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Section 6. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Section 6, and the Executive therefore agrees that the provisions of this Section 6 may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

Restrictive Covenants and Confidentiality. During the Term and for 12 months thereafter, the (a) The Executive shall not not: (i) solicit, raid, entice, encourage or induce any person who person, firm or corporation that at any time within one year prior to the end termination of the Term Executive’s employment hereunder shall have been an associate exclusive supplier to the Company, or any of the Company its subsidiaries or Affiliated Companies, to become employed by a supplier to any other person, firm or corporationcorporation that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company and the Executive shall not approach any such associate person, firm or corporation for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. ; or (ii) solicit, raid, entice, encourage or induce any person who at any time within one year prior to the termination of the Executive’s employment shall have been an employee of the Company, or any of its subsidiaries or Affiliated Companies, to become employed by any person, firm or corporation, and the Executive shall not approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. (b) During the Contract Term and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's ’s compliance with the provisions of this Section 7(b) 11 and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive he may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company . (including the Executivec) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's ’s employment with hereunder, during the Company Contract Term, shall become and be the sole property of the Company unless released in writing by the Company. Neither the Company nor . (d) The Executive agrees that the Executive shall publicly disparage not, directly or indirectly, within any area in the other United States or elsewhere where the Company or any of its subsidiaries or Affiliated Companies is transacting business during the Term Contract Term, engage or afterwardsparticipate or make any financial investments in or become employed by, or act as an attorney, agent or principal of, or render advisory or other services to or for any person, firm or corporation, or in connection with any business activity (other than that of the Company and its subsidiaries or Affiliated Companies), that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company. Nothing herein contained, however, shall restrict the Executive from overseeing personal and family investments, including any investments in not more than 3% of the voting securities in any company whose stock is listed on a national securities exchange or actively traded in the over-the-counter market, so long as in connection with such investments the Executive does not actively operate any such business or enterprise that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company. (e) The Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), while employed by the Company and for 36 months thereafter, provided, however, that in the event of Termination Without Cause, the Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), only in the event that the Company shall remit his Severance Pay strictly in accordance with the provisions of Section 14(c), as modified by Section 14(j), and provided, further, that in the event of resignation by the Executive in accordance with Section 14(d), the Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), only in the event that the Company shall remit his Resignation Compensation strictly in accordance with the provisions of Section 14(d), as modified by Section 14(j), and provided, further, that the Executive after receiving Severance Pay or Resignation Compensation, shall have the right at any time to refund one-third of the Severance Pay or Resignation Compensation to the Company, in which event the length of his obligations pursuant to Section 11(a) and (d) shall be reduced from 36 months after employment to 24 months after employment. (f) The provisions of this Section 7 11 shall survive the termination of the Executive's ’s employment with the Companyhereunder, irrespective of the reason therefor. (g) The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company’s and its subsidiaries and Affiliated Companies’ businesses. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of this Section 11, the Company and its subsidiaries and Affiliated Companies would sustain irreparable harm, and therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Section 11. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Section 11, and the Executive therefore agrees that the provisions of this Section 11 may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

Restrictive Covenants and Confidentiality. During The Executive shall not: (i) solicit, raid, entice, encourage or induce any person, firm or corporation that at any time within one year prior to the Term termination of the Executive's employment hereunder shall have been an exclusive supplier to the Company, or any of its subsidiaries or Affiliated Companies, to become a supplier to any other person, firm or corporation that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company and for 12 months thereafter, the Executive shall not approach any such person, firm or corporation for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action; or (ii) solicit, raid, entice, encourage or induce any person who at any time within one year prior to the end termination of the Term Executive's employment shall have been an associate employee of the Company Company, or any of its subsidiaries or Affiliated Companies, to become employed by any person, firm or corporation, and the Executive shall not approach any such associate employee for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During the Contract Term and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's compliance with the provisions of this Section 7(b) 11 and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive he may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's employment with hereunder, during the Company Contract Term, shall become and be the sole property of the Company unless released in writing by the Company. Neither the Company nor The Executive agrees that the Executive shall publicly disparage not, directly or indirectly, within any area in the other United States or elsewhere where the Company or any of its subsidiaries or Affiliated Companies is transacting business during the Term Contract Term, engage or afterwardsparticipate or make any financial investments in or become employed by, or act as an attorney, agent or principal of, or render advisory or other services to or for any person, firm or corporation, or in connection with any business activity (other than that of the Company and its subsidiaries or Affiliated Companies), that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company. Nothing herein contained, however, shall restrict the Executive from overseeing personal and family investments, including any investments in not more than 3% of the voting securities in any company whose stock is listed on a national securities exchange or actively traded in the over-the-counter market, so long as in connection with such investments the Executive does not actively operate any such business or enterprise that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company. The Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), while employed by the Company and for 36 months thereafter, provided, however, that in the event of Termination Without Cause, the Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), only in the event that the Company shall remit his Severance Pay strictly in accordance with the provisions of Section 14(c) and provided, further, that in the event of resignation by the Executive in accordance with Section 14(d), the Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), only in the event that the Company shall remit his Resignation Compensation within 15 days after his resignation, time being of the essence, and provided, further, that the Executive after receiving Severance Pay or Resignation Compensation, shall have the right at any time to refund one-third of the Severance Pay or Resignation Compensation to the Company, in which event the length of his obligations pursuant to Section 11(a) and (d) shall be reduced from 36 months after employment to 24 months after employment. The provisions of this Section 7 11 shall survive the termination of the Executive's employment with the Companyhereunder, irrespective of the reason therefor. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company's and its subsidiaries and Affiliated Companies' businesses. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of this Section 11, the Company and its subsidiaries and Affiliated Companies would sustain irreparable harm, and therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Section 11. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Section 11, and the Executive therefore agrees that the provisions of this Section 11 may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

Restrictive Covenants and Confidentiality. During (a) Until the Term termination of this Agreement and for 12 months thereafter, the Executive shall not solicit, raid, entice, encourage or induce any person who at any time within one in the prior year prior to the end of the Term shall have been an associate of the Company to become employed by any person, firm or corporation, and the Executive shall not approach any such associate for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During . (b) Until the Term termination of this Agreement and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's ’s compliance with the provisions of this Section 7(b) and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive may disclose such information without liability hereunder. During . (c) Until the Term termination of this Agreement and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. the Company any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. . (d) The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's ’s employment with the Company shall become and be the sole property of the Company. . (e) Neither the Company nor the Executive shall publicly disparage the other during either before or after the Term or afterwards. termination of this Agreement. (f) The provisions of this Section 7 shall survive the termination of the Executive's ’s employment with the Company, irrespective of the reason therefor.

Restrictive Covenants and Confidentiality. During The Executive shall not: (i) solicit, raid, entice, encourage or induce any person, firm or corporation that at any time within one year prior to the Term termination of the Executive's employment hereunder shall have been an exclusive supplier to the Company, or any of its subsidiaries or Affiliated Companies, to become a supplier to any other person, firm or corporation that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company and for 12 months thereafter, the Executive shall not approach any such person, firm or corporation for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action; or (ii) solicit, raid, entice, encourage or induce any person who at any time within one year prior to the end termination of the Term Executive's employment shall have been an associate employee of the Company Company, or any of its subsidiaries or Affiliated Companies, to become employed by any person, firm or corporation, and the Executive shall not approach any such associate employee for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. During the Contract Term and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's compliance with the provisions of this Section 7(b) 11 and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive he may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company (including the Executive) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's employment with hereunder, during the Company Contract Term, shall become and be the sole property of the Company unless released in writing by the Company. Neither the Company nor The Executive agrees that the Executive shall publicly disparage not, directly or indirectly, within any area in the other United States or elsewhere where the Company or any of its subsidiaries or Affiliated Companies is transacting business during the Contract Term, engage or participate or make any financial investments in or become employed by, or act as an attorney, agent or principal of, or render advisory or other services to or for any person, firm or corporation, or in connection with any business activity (other than that of the Company and its subsidiaries or Affiliated Companies), that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company. Nothing herein contained, however, shall restrict the Executive from overseeing personal and family investments, including any investments in not more than 3% of the voting securities in any company whose stock is listed on a national securities exchange or actively traded in the over-the-counter market, so long as in connection with such investments the Executive does not actively operate any such business or enterprise that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company. The Executive further agrees that the Executive shall not act as trial counsel for any party in a lawsuit against the Company or any of its subsidiaries or Affiliated Companies, provided, however, that the Executive shall be permitted to appear pro se. The Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), during the Contract Term or afterwardsand for 18 months thereafter, provided, however, that in the event of Termination Without Cause, the Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), only in the event that the Company shall remit his Severance Pay strictly in accordance with the provisions of Section 14(c) and provided, further, that in the event of resignation by the Executive in accordance with Section 14(d), the Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), only in the event that the Company shall remit his Resignation Compensation within 15 days after his resignation, time being of the essence. The provisions of this Section 7 11 shall survive the termination of the Executive's employment with the Companyhereunder, irrespective of the reason therefor. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company's and its subsidiaries and Affiliated Companies' businesses. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of this Section 11, the Company and its subsidiaries and Affiliated Companies would sustain irreparable harm, and therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Section 11. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Section 11, and the Executive therefore agrees that the provisions of this Section 11 may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.

Restrictive Covenants and Confidentiality. During the Term and for 12 months thereafter, the (a) The Executive shall not not: (i) solicit, raid, entice, encourage or induce any person who person, firm or corporation that at any time within one year prior to the end termination of the Term Executive’s employment hereunder shall have been an associate exclusive supplier to the Company, or any of the Company its subsidiaries or Affiliated Companies, to become employed by a supplier to any other person, firm or corporationcorporation that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company and the Executive shall not approach any such associate person, firm or corporation for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. ; or (ii) solicit, raid, entice, encourage or induce any person who at any time within one year prior to the termination of the Executive’s employment shall have been an employee of the Company, or any of its subsidiaries or Affiliated Companies, to become employed by any person, firm or corporation, and the Executive shall not approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. (b) During the Contract Term and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's ’s compliance with the provisions of this Section 7(b) 11 and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive he may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company . (including the Executivec) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's ’s employment with hereunder, during the Company Contract Term, shall become and be the sole property of the Company unless released in writing by the Company. Neither the Company nor . (d) The Executive agrees that the Executive shall publicly disparage not, directly or indirectly, within any area in the other United States or elsewhere where the Company or any of its subsidiaries or Affiliated Companies is transacting business during the Contract Term, engage or participate or make any financial investments in or become employed by, or act as an attorney, agent or principal of, or render advisory or other services to or for any person, firm or corporation, or in connection with any business activity (other than that of the Company and its subsidiaries or Affiliated Companies), that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company. Nothing herein contained, however, shall restrict the Executive from overseeing personal and family investments, including any investments in not more than 3% of the voting securities in any company whose stock is listed on a national securities exchange or actively traded in the over-the-counter market, so long as in connection with such investments the Executive does not actively operate any such business or enterprise that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company. (e) The Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), during the Contract Term or afterwards. and for 18 months thereafter, provided, however, that in the event of Termination Without Cause, the Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), only in the event that the Company shall remit his Severance Pay strictly in accordance with the provisions of Section 14(d), as modified by Section 14(l), and provided, further, that in the event of resignation by the Executive in accordance with Section 14(e), the Executive shall be bound by the provisions of Section 11(a) and (d), and shall perform his obligations pursuant to Section 11(a) and (d), only in the event that the Company shall remit his Resignation Compensation strictly in accordance with the provisions of Section 14(d), as modified by Section 14(l). (f) The provisions of this Section 7 11 shall survive the termination of the Executive's ’s employment with the Companyhereunder, irrespective of the reason therefor. (g) The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company’s and its subsidiaries and Affiliated Companies’ businesses. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of this Section 11, the Company and its subsidiaries and Affiliated Companies would sustain irreparable harm, and therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Section 11. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Section 11, and the Executive therefore agrees that the provisions of this Section 11 may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive. (h) The provision of paragraphs (a), (b) and (d) of this Section 11 shall not apply to or restrict the activities of the Executive as the chief executive officer, a director and a principal stockholder of Xxxxxxx Xxxxxxxx, Inc., which is the sole general partner of American Licensing Group Limited Partnership (“ALG”), for so long as, and only for so long as, Xxxxxxx Xxxxxxxx, Inc. and ALG do not engage in the Business of the Company. The Executive’s duties and responsibilities as President and Chief Executive Officer of the Company shall at all times take precedence over his activities on behalf of ALG.

Restrictive Covenants and Confidentiality. During the Term and for 12 months thereafter, the (a) The Executive shall not not: (i) solicit, raid, entice, encourage or induce any person who person, firm or corporation that at any time within one year prior to the end termination of the Term Executive’s employment hereunder shall have been an associate exclusive supplier to the Company, or any of the Company its subsidiaries or Affiliated Companies, to become employed by a supplier to any other person, firm or corporationcorporation that derives more than 10% of its sales, directly or indirectly, from a business the same as the Business of the Company and the Executive shall not approach any such associate person, firm or corporation for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. ; or (ii) solicit, raid, entice, encourage or induce any person who at any time within one year prior to the termination of the Executive’s employment shall have been an employee of the Company, or any of its subsidiaries or Affiliated Companies, to become employed by any person, firm or corporation, and the Executive shall not approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action; provided that the restriction contained in this clause (ii) shall not apply to any individual who was or is employed by the Company as an attorney or paralegal. (b) During the Contract Term and for 12 months thereafter, the Executive will not use, disclose or divulge, furnish or make accessible to anyone, directly or indirectly, any Protected Information in any Unauthorized manner or for any Unauthorized purpose, provided, however, that in the event that the Executive is required to disclose any Protected Information by court order or decree or in compliance with the rules and regulations of a governmental agency or in compliance with law, the Executive will provide the Company with prompt notice of such required disclosure so that the Company may seek an appropriate protective order and/or waive the Executive's ’s compliance with the provisions of this Section 7(b) 11 and provided, further, that if, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is advised by his or her counsel that such disclosure is necessary to comply with such court order, decree, rules, regulation or law, the Executive he may disclose such information without liability hereunder. During the Term and for any period afterwards for which Severance Pay is owing, the Executive shall report promptly in writing to the Senior Vice President-General Counsel of United Retail Group, Inc. any fraud of which he or she is aware, or has reasonable grounds to suspect, on the part of any officer of United Retail Group, Inc. or the Company . (including the Executivec) that involves United Retail Group, Inc. or the Company, whether or not the fraud is material. The Executive agrees that all processes, techniques, know-how, inventions, plans, products, and devices developed, made or invented by the Executive, alone or with others, and any copyright others in connection with the Executive's ’s employment with hereunder, during the Company Contract Term, shall become and be the sole property of the Company unless released in writing by the Company. Neither . (d) The Executive shall be bound by the Company nor provisions of Section 11(a), and shall perform his obligations pursuant to Section 11(a), during the Contract Term and for 18 months thereafter, provided, however, that in the event of Termination Without Cause, the Executive shall publicly disparage be bound by the other during provisions of Section 11(a), and shall perform his obligations pursuant to Section 11(a), only in the Term or afterwards. event that the Company shall remit his Severance Pay strictly in accordance with the provisions of Section 14(c), as modified by Section 14(j), and provided, further, that in the event of resignation by the Executive in accordance with Section 14(d), the Executive shall be bound by the provisions of Section 11(a), and shall perform his obligations pursuant to Section 11(a), only in the event that the Company shall remit his Resignation Compensation strictly in accordance with the provisions of Section 14(d), as modified by Section 14(j). (e) The provisions of this Section 7 11 shall survive the termination of the Executive's ’s employment with the Companyhereunder, irrespective of the reason therefor. (f) The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company’s and its subsidiaries and Affiliated Companies’ businesses. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of this Section 11, the Company and its subsidiaries and Affiliated Companies would sustain irreparable harm, and therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Section 11. The Executive acknowledges that damages at law would not be an adequate remedy for violation of this Section 11, and the Executive therefore agrees that the provisions of this Section 11 may be specifically enforced against the Executive in any court of competent jurisdiction. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Executive.